EX-10.2






2004 Executive Stock Incentive Plan

Performance-Based Restricted Stock Award

Two-Year Performance Period




The Reynolds and Reynolds Company, an Ohio corporation (the “Company”), hereby grants to
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 Restricted 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 (i) Recipient is a “key employee” as defined in Section 416(i) of the
Internal Revenue Code of 1986, as amended (the “Code”), and (ii) Recipient retires during the
Performance Period thereby giving rise to the vesting of Award Shares as provided in Section
1.a.iii. hereof, 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 Recipient) 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 Restricted Stock Award, the Performance Period shall
mean the two (2) year period beginning on October 1, 2005 and ending on September 30, 2007.



By accepting 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: Finbarr J. O’Neill



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 Recipient Future Award Shares as additional shares of
Common Stock as provided herein. All 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 the
Company’s Revenue Growth during the Performance Period (as described herein)
shall cease to be subject to forfeiture and shall vest, and the Recipient shall
be entitled to receive such Award Shares free of such restrictions. Any Award
Shares awarded pursuant to this subsection that do not vest 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 of revenues (the
“Revenue Growth Percent”) is at or below 1.0%, then none of the Award Shares will
be earned and all Award Shares will be forfeited. If the Revenue Growth is above
1.0%, then the number of Award Shares earned by Recipient will be equal to the
product of (a) the Revenue Growth Percent (rounded to the nearest hundredth of a
percent) less (b) 1.0%, with the result multiplied by (c) 33.33, with the
resulting product (rounded to the nearest hundredth of a percent) multiplied by
(d) the number of Award Shares up to a maximum payout of 100% of the Award Shares
when the Revenue Growth Percent is at or above 4.0%. The foregoing is illustrated
by the following example: Assume that for the Performance Period, the Revenue
Growth of the Company is 1.75%. In such circumstance, the Recipient would be
entitled to receive an amount equal to 25.0% of the Award Shares (as provided
below) and the remaining Award Shares will be thereupon forfeited:






	 	(1)	 	Revenue Growth Percent (1.75%) – 1.0% = 0.75%






	 	(2)	 	0.75% x 33.33 = 24.99750%






	 	(3)	 	24.99750% rounded to the nearest hundredth of a
percent = 25.0%






	 	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 Award 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. The foregoing is illustrated by the
following example: Assume that six months into the Performance Period the
Recipient dies. On the date of Recipient’s death, assume that the most recently
published quarterly financial statements for the Company provide its Revenue
Growth Percent at 1.90%. Based on these assumptions, the Recipient’s estate will
be entitled to receive thirty percent (30.0%) of the Award Shares determined as
follows:






	 	(1)	 	Revenue Growth Percent (1.90%) – 1.0% = 0.90%






	 	(2)	 	0.90% x 33.33 = 29.9970%






	 	(3)	 	29.9970% rounded to the nearest hundredth of a
percent = 30.0%






	 	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 thereupon be forfeited and returned
to the Company.






	 	b.	 	Future Award of Shares Subject to Performance. Following the end of the
Performance Period, the Recipient may be awarded the Future Award Shares as additional
 shares of Common Stock 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 Future Award Shares based upon the Revenue Growth of the Company during the
Performance Period as described herein.






	 	ii.	 	Performance Criteria. If the Revenue Growth Percent is at or below
4.0%, then none of the Future Award Shares will be earned by Recipient. If the
Revenue Growth Percent is above 4.0%, then the number of Future Award Shares earned
by, and to be issued to, the Recipient will be equal to the product of (a) the
Revenue Growth Percent (rounded to the nearest hundredth of a percent) less (b)
4.0%, with the result multiplied by (c) 50.0, with the resulting product multiplied
by (d) the number of Future Award Shares, up to a maximum payout of 100% of the
Future Award Shares when the Growth Revenue Percent is at or above 6.0%. The
foregoing is illustrated by the following example: Assume that for the Performance
Period, the Revenue Growth Percent of the Company is 5.70%. In such circumstance,
the Recipient would be entitled to receive 85.0% of the Future Award Shares
determined as follows:






(1) Revenue Growth Percent (5.70%) – 4.0% = 1.70%


(2) 1.70% x 50.0 = 85.0%




	 	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 be entitled to 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 ACKNOWLEDGES 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 PERFORMANCE-BASED RESTRICTED STOCK 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.	 	Certain Definitions. 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 growth for companies included in the Standard &
Poor’s MidCap 400 Index or if the Index is discontinued, such other index as the Board or
Committee shall specify. In calculating Revenue Growth, the Company’s accountants and other
advisors shall exclude from such calculation revenues earned during the second year of the
Performance Period (October 1, 2006 through September 30, 2007) as a result of the
Company’s mergers, acquisitions, joint ventures, and other business combinations or, as
determined in the discretion of the Board or Committee, other extraordinary transactions
which are consummated within the second year of the Performance Period.






	 	6.	 	Fractional Shares. If any calculation of Common Stock to be awarded, forfeited or
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.