EX-10.3






2004 Executive Stock Incentive Plan

Performance-Based Restricted Stock Award

Three-Year Performance Period




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 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 three (3) year period beginning on October 1, 2005, and ending on September 30, 2008.



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, that percentage of the Award Shares that is determined based upon
a comparison of the Total Shareholder Return of the Company (the “Company TSR”)
(as described herein) and the Total Shareholder Return of each company included
in the Index (each an “Index TSR” and collectively, the “Index TSRs”) (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 Company
TSR places it at or below the 25th percentile when compared to the
Index TSRs of the companies reflected on the Index, then none of the Award Shares
will vest and all shall be forfeited. If the Company TSR 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 (4.0%) multiplied by (b) the
nearest whole number of percentage points by which the Company TSR, as compared
to the Index TSRs, places the Company above the 25th percentile, with
the resulting product multiplied by (c) the number of Award Shares, up to a
maximum payout of 100% of the Award Shares at or above the 50th
percentile. The foregoing is illustrated by the following example: Assume that
for the Performance Period, the Company TSR when compared to the Index TSRs,
places the Company at the 40% percentile. In such circumstance, the Recipient
would be entitled to receive an amount equal to 60% of the Award Shares (as
provided below) and the remaining Award Shares will be thereupon forfeited:






	 	(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 Award Shares based upon a
payout that is determined by using the same formula described in the preceding
section, but comparing the Company TSR using the Company’s most recently
available quarterly results with the “Ending Stock Price” (defined in Section 5
below) being the last trading day of such quarter compared to the Index TSRs for
the same period. 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 Company TSR, determined as if the Ending Stock
Price was determined as of the last trading day of the most recently completed
quarter for which the Company’s financial statements have been published, places
the Company in the 30th percentile of the Index TSRs for the same
period. Therefore, the Recipient’s estate will be entitled to receive twenty
percent (20.0%) 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% = 20.0%






	 	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 a comparison of the Company TSR and the Index
TSRs during the Performance Period as provided herein.






	 	ii.	 	Performance Criteria. If the Company TSR places it at or below the
50th percentile as compared to the Index TSRs, then none of the Future
Award Shares will be issued. If the Company TSR as compared to the Index TSRs
places the Company above the 50th percentile, then the number of Future
Award Shares earned by, and to be issued to, the Recipient will be equal to the
product of (a) four percent (4.0%) multiplied by (b) the nearest whole number of
percentage points by which the Company TSR places the Company above the
50th percentile, with the resulting product multiplied by (c) the number
of Future Award Shares, up to a maximum payout of 100% of Future Award Shares when
the Company TSR is at or above the 75th percentile.






The foregoing is illustrated by the following example: Assume that for the Performance
Period, the Company TSR when compared to the Index TSRs places the Company at the
70th percentile. In such circumstance, the Recipient would be entitled to
receive 80.0% of the Future Award Shares determined as follows:




(1) Number of percentage points in excess of the 50th percentile = 20
(70th – 50th = 20)


(2) 20 x 4.0% = 80.0%




	 	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 following terms shall have the following meanings:






	 	a.	 	The term “Company TSR” means the compound annual average growth rate during the
Performance Period, expressed as a percentage rounded to the nearest hundredth of a
percent, in the value of a share of Common Stock due to stock appreciation and
dividends assuming dividends are reinvested during such period. For this purpose, the
“Beginning Stock Price” shall mean the closing sale price of a share of Common Stock as
reported on the New York Stock Exchange Composite Transaction Tape on the Award Date
(or if the Award Date is not a trading day, the date immediately following the Award
Date that is a trading day); and the “Ending Stock Price” shall mean the closing sale
price of a share of Common Stock as reported on the New York Stock Exchange Composite
Tape on the date that is the last trading day of the Performance Period. The Company
TSR is calculated as follows:





(Ending Stock Price + value of dividends paid and reinvested during the Performance

Period)  x 1/3




Beginning Stock Price





	 	b.	 	“Index” means the Standard & Poor’s MidCap 400 Index or, if such index should
be discontinued or cease to exist, such other index or comparison group of companies as
the Board or Committee shall specify.






	 	c.	 	“Index TSR” means, for each company reflected on the Index, the compound annual
average growth rate during the Performance Period, expressed as a percentage rounded to
the nearest hundredth of a percent, in the value of such company’s common stock. It is
calculated in a manner consistent with the calculation of the Company TSR from
information publicly reported.






	 	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.






	 	7.	 	Percentile Calculations. In determining the percentile of the Company TSR and Index
TSRs, a fraction of a percentile between 0.1 and 0.4 will be rounded downward and a
fraction of a percentile between 0.5 and 0.9 will be rounded upward. For example a
percentile of 25.2 will be rounded downward to 25.