<PAGE>

                                                                 EXHIBIT (10)(n)

2004 EXECUTIVE STOCK INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK AWARD

The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), hereby
grants to the Recipient this Performance-Based Restricted Stock Award effective
as of the Award Date. This award is subject to all of the terms and conditions
of this Performance-Based Restricted Stock Award and The Reynolds and Reynolds
Company 2004 Executive Stock Incentive Plan (the "Plan"). Unless otherwise
specified, capitalized terms shall 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 Award 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 AWARD ("AWARD
                        SHARES")

                 FUTURE
          AWARD SHARES:

                        SHARES OF THE REYNOLDS AND REYNOLDS COMPANY SUBJECT TO
                        FUTURE PERFORMANCE-BASED RESTRICTED STOCK AWARD ("FUTURE
                        AWARD SHARES")

By accepting this Performance-Based Stock Award and any shares of common stock
of the Company ("Common Stock") issued pursuant to this Performance-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 Performance-Based Restricted Stock Award, and accepts this
Performance-Based Restricted Stock Award subject to all such terms and
conditions, provided, however, if you are a key employee as defined in Section
416(i) of the Internal Revenue Code of 1986, as amended (the "Code"), the
payment of the award shall be deferred to the date that is six months after the
date of separation from service (or, if earlier, the date of death of the
employee) in order to avoid inclusion in gross income and imposition of tax
under Section 409A(a) of the Code. Recipient also acknowledges that he or she
should consult a tax advisor regarding the tax aspects of this Performance-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 Performance-Based
Restricted Stock Award.

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

By the acceptance of this Performance-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
Performance-Based Restricted Stock Award shall become null and void.

IN WITNESS WHEREOF, this Performance-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: /s/ PHIL ODEEN
    -----------------------------

                                                     [REYNOLDS & REYNOLDS. LOGO]

<PAGE>

Terms and Conditions

1. Terms and Provisions of Performance-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. In addition, the Company may award additional
   Shares as Future Award Shares as provided below. All such awards are subject
   to the following terms and conditions and are based upon the performance of
   the Recipient and the Company during the Performance Period.

   a.  Immediate Award of Shares Subject to Performance. The Recipient is
       awarded the Award Shares as of the Award Date subject to the following
       forfeiture restrictions:

       i.   Service for Entire Performance Period. If the Recipient remains
            employed by the Company and/or a Subsidiary through the Vest Date,
            then, as of the Vest Date, a percentage of the Award Shares 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 Company during the Performance Period
            (as described in Section 5) shall cease to be subject to forfeiture,
            shall vest and the Recipient shall be entitled to receive such
            Shares free of such restrictions. All other Award Shares awarded
            pursuant to this subsection shall be forfeited and returned to the
            Company.

       ii.  Performance Criteria. If for the Performance Period the Revenue
            Growth of the 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 Award Shares
            will be earned and all Award Shares will be forfeited. If the
            Revenue Growth places it above the 25th percentile, then the number
            of Award Shares 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 Company above
            the 25th percentile multiplied by (c) the number of Award Shares, up
            to a maximum payout of 100% of the Award Shares. The foregoing is
            illustrated by the following example: Assume that for the
            Performance Period, the Revenue Growth of the Company when compared
            to revenue growth of other companies on the Index, places the
            Company at the 40% percentile. In such circumstances, the Recipient
            would be entitled to receive 60% of the Award Shares 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 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 Shares based upon a payout that is determined by using
            the same formula described in the preceding section, but comparing
            the Revenue Growth of the Company using the 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 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 the Award Shares
            determined as follows:

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

            (2) 5 x 4% = 20%

       iv.  Other Termination of Employment. If the Recipient ceases to be
            employed by the 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 Award Shares shall
            immediately be forfeited and returned to the Company.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

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

       i.   Service. If the Recipient remains employed by the Company and/or a
            Subsidiary through the Vest Date, then as of the Vest Date, the
            Recipient may be issued additional Shares 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 Company
            during the Performance Period (as described in Section 5).

       ii.  Performance Criteria. If the Revenue Growth of the 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 the Future Award Shares will be earned. If the
            Revenue Growth places it above the 50th percentile, then the number
            of Future Award Shares 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
            Company above the 50th percentile multiplied by (c) the number of
            Award Shares, up to a maximum payout of 100% of the Future Award
            Shares. The foregoing is illustrated by the following example:
            Assume that as of the last day of the Performance Period, the
            Revenue Growth of the Company when compared to revenue growth of
            other companies on the Index, places the Company at the 70th
            percentile. In such circumstances, the recipient would be entitled
            to receive 80% of the number of Future Award Shares 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 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 Award Shares.

   c.  Voting, Dividend and Other Rights, Restrictions and Limitations. By
       acceptance of this Performance-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 Performance-Based 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 and that
       such payment will be received in the Recipient's next succeeding paycheck
       following the dividend payment date.

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
   Performance-Based 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 Recipient.

4. Entire Agreement and Other Matters. The Plan is incorporated herein by this
   reference. This Performance-Based Stock Award and the Plan constitute the
   entire agreement of the parties hereto. This Performance-Based 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. Revenue Growth and Percentile of Peer Group. For purposes of this
   Performance-Based Restricted Stock Award, the term "Revenue Growth" as to the
   Company means the cumulative annual revenue growth for the Company during the
   Performance Period as determined by the Company's accountants or other
   advisors in good faith in their sole and absolute discretion consistent with
   the methodology used in computing revenue

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

   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.

6. 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.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

2004 EXECUTIVE STOCK INCENTIVE PLAN
TIME-BASED RETENTION RESTRICTED STOCK AWARD

The Reynolds and Reynolds Company, an Ohio corporation (the "Company"), hereby
grants to the Recipient this Retention Restricted Stock Award effective as of
the Award Date. This award is subject to all of the terms and conditions of this
Retention Restricted Stock Award and The Reynolds and Reynolds Company 2004
Executive Stock Incentive Plan (the "Plan"). Unless otherwise specified,
capitalized terms shall 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 Retention Restricted Stock Award provides otherwise.

 RECIPIENT NAME:
     AWARD DATE:
      VEST DATE:
   AWARD NUMBER:
   AWARD SHARES:

                  SHARES SUBJECT TO RETENTION RESTRICTED
                  STOCK AWARD ("AWARD SHARES")

By accepting this Retention Restricted Stock Award and any shares of common
stock of the Company (the "Common Stock") issued pursuant to this Retention
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 Retention Restricted Stock Award, and accepts this Retention
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 Retention Restricted Stock Award and that recipient is not
relying on the Company for any opinion or advice as to personal tax implications
of this Retention Restricted Stock Award.

For all purposes of this Retention Restricted Stock Award, the Restriction
Period shall mean the period beginning on the Award Date and ending on the date
that is six months after the effective date of employment as set forth in the
employment agreement between the Company's next Chief Executive Officer and the
Company.

By the acceptance of this Retention 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

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

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 Retention
Restricted Stock Award shall become null and void.

IN WITNESS WHEREOF, this Retention 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: PHIL ODEEN
    ----------------------

TERMS AND CONDITIONS

   1. Terms and Provisions of Retention 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, the
         Recipient is hereby awarded the Award Shares subject to the following
         forfeiture restrictions:

         i.  Service. If the Recipient remains in service with the Company
             and/or a Subsidiary during the Restriction Period, six months after
             the effective date of employment as set forth in the employment
             agreement between the Company's next Chief Executive Officer and
             the Company, 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. Cessation of Service. If the Recipient does not remain in service
             with the Company and/or a Subsidiary during the Restriction Period
             for any reason, then, as of the date on which the Recipient's
             service with the Company and/or Subsidiary ceases, all Award Shares
             shall immediately be forfeited and returned to the Company.
             Notwithstanding Section 7.4(d) of the Plan, you (or your estate)
             will not receive any Award Shares upon your death, disability
             (other than short-term disability) or retirement.

      b. By acceptance of this Retention 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 Retention
         Restricted Stock Award, the terms of the Plan

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

         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 and that such payment will be
         received in the Recipient's next succeeding paycheck following the
         dividend payment date.

   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 Retention
      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 Retention Restricted Stock Award and the Plan
      constitute the entire agreement of the parties hereto. This Retention
      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.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

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

BY: /s/ DALE L. MEDFORD
    ---------------------------

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

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.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

   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.

                                                     [REYNOLDS & REYNOLDS. LOGO]
<PAGE>

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.

                                                     [REYNOLDS & REYNOLDS. LOGO]