EX-10.5






2004 Executive Stock Incentive Plan

Performance-Based Restricted Stock Unit Award

Two-Year Performance Period




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



Recipient Name:



Award Date:



Vest Date:



Award Number:



Award Shares:



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



Future



Award Shares:



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



By accepting this 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 Unit, and
accepts this 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 Unit and that Recipient is not
relying on the Company for any opinion or advice as to personal tax implications of this Unit
award.



For all purposes of this Unit award, the Performance Period shall mean the two (2) year period
beginning on October 1, 2005 and ending on September 30, 2007.



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 Unit has been executed by the Company to be effective as of the Award Date
specified hereon.



REYNOLDS AND REYNOLDS (CANADA) LIMITED



By: Finbarr J. O’Neill



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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 Unit, which
represents a contingent entitlement of the Recipient to receive 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 Current Units that is determined
based upon the Revenue Growth of The Reynolds and Reynolds Company during the
Performance Period (as described herein) shall vest, and the Recipient shall be
entitled to receive such Current Units. Any Current Units 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 Reynolds and Reynolds Company expressed as a percentage of increase of
revenues (the “Revenue Growth Percent”) is at or below 1.0%, then none of the
Current Units will vest and all shall be forfeited. If the Revenue Growth Percent is
above 1.0%, then the number of Current Units 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 Current Units, up to a maximum payout of 100% of the Current Units
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 Percent of The Reynolds and Reynolds Company is 1.75%. In
such circumstance, the Recipient would be entitled to receive an amount equal to 25.0%
of the Current Units (as provided below) and the remaining Current Units 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 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 Current Units based upon a
payout that is determined by using the same formula described in the preceding
section, but determining the Revenue Growth Percent of The Reynolds and Reynolds
Company using The Reynolds and Reynolds 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, the most
recently published quarterly financial statements for The Reynolds and Reynolds 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 Current
Units 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 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 Current Units shall thereupon be forfeited
and returned to the Company.






	 	b.	 	Future Award of Units Subject to Performance. Following the end of the
Performance Period, the Recipient may be awarded Future Units as additional
Performance-Based Restricted Stock Units 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 Future Units as additional Performance-Based Restricted
Stock Units determined based upon the Revenue Growth of The Reynolds and Reynolds
Company during the Performance Period as described in herein.






	 	ii.	 	Performance Criteria. If the Revenue Growth Percent at or below 4.0%,
then none of the Future Units will be issued. If the Revenue Growth Percent is above
4.0%, then the number of Future Units 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 Units, up to
a maximum payout of 100% of the Future Units 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 Reynolds
and Reynolds Company is 5.70%. In such circumstance, the Recipient would be entitled
to receive 85.0% of the Future Units 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 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 be
entitled to receive, any Future Units.






	 	c.	 	Voting, Dividend and Other Rights, Restrictions and Limitations. Except as
otherwise provided in this 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 of the Current Units and Future Units for Award Shares and
Future Award Shares, respectively, 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 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.	 	Certain Definitions. For purposes of this 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 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 Reynolds and Reynolds 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 Reynolds and Reynolds 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.






	 	5.	 	Entire Agreement and Other Matters. The Plan is incorporated herein by this reference. This
Unit and the Plan constitute the entire agreement of the parties hereto. This 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 Unit and the Plan.






	 	6.	 	Fractional Units. If any calculation of Units 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.






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