exv10w4



 







Exhibit 10.4




PAUL F. WALSH

RESTRICTED STOCK UNIT

AWARD AGREEMENT

eFunds Corporation

2006 STOCK INCENTIVE PLAN



THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of the
___ day of ___ by and between eFunds Corporation, a corporation incorporated under the laws
of the State of Delaware, United States of America, and Paul F. Walsh (“Recipient”).




RECITALS:




     WHEREAS, the Company has adopted the eFunds Corporation 2006 Stock Incentive Plan, as the same
may be amended from time to time (the “Plan”), pursuant to which it may grant Awards to Eligible
Persons;



     WHEREAS, all capitalized and undefined terms used herein shall have the meanings given to them
in the Plan, unless otherwise defined herein;



     WHEREAS, Recipient has provided or is expected to provide valuable services to the Company or
its Affiliates as an officer, employee or consultant of or to the Company or any of its Affiliates
and the Company desires to recognize the Recipient for such services by granting to the Recipient
an award (the “Award”) upon and subject to the terms and conditions of this Agreement and the Plan;
and



     WHEREAS, Recipient and the Company are parties to that certain Retention Agreement, dated as
of November 3, 2004 (the “Retention Agreement”), and that certain Amended and Restated Change in
Control Agreement, of even date therewith (the “Change in Control Agreement”).


NOW THEREFORE the parties hereto agree as follows:




Section 1. Award; Vesting.




     (a) The Company, effective as of the date of this Agreement, hereby grants to the Recipient,
and the Recipient hereby accepts from the Company, upon the terms and subject to the conditions,
limitations and restrictions set forth in this Agreement and the Plan, restricted stock units (the
“Restricted Stock Units”) convertible into 22,026 shares (the “Shares”) of the Company’s Common
Stock, par value $0.01 per share.



     (b) Subject to the acceleration and forfeiture provisions set forth below, 33-1/3% of the
Restricted Stock Units shall vest and be converted into Shares on [February 19, ___] [September
19, ___], 33-1/3% shall vest and be converted into Shares on [February 19, ___] [September 19,
___] and the remaining portion of the Restricted Stock Units shall vest and be converted into
Shares on [February 19, ___] [September 19, ___]. Any



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portion of the Restricted Stock Units which is not vested or does not vest on Recipient’s
“Termination Date” (as such term is defined in the Retention Agreement) shall be immediately
forfeited and Recipient shall retain no residual rights therein whatsoever.




     (c) As used herein, (i) an “Acceleration Event” shall mean Recipient’s death or “Disability”
(as such term is defined in the Retention Agreement) or the occurrence of an event requiring the
acceleration of the vesting and conversion of the Award under the Change in Control Agreement and
(ii) a Qualifying Termination shall mean any termination of Recipient’s employment with the Company
that is not an Acceleration Event or a termination described in Section 3(b) of the Retention
Agreement.



     (d) If an Acceleration Event should occur, the Award shall, effective as of the date of any
such Event, vest in its entirety and be converted into Shares. In the event the Termination Date
occurs before [February 19, ___] [September 19, ___] under circumstances constituting a Qualified
Termination, two-thirds of the Award shall vest and be converted into Shares on the Termination
Date, with the balance of the Award being forfeited. If the Termination Date occurs after
[February 19, ___] [September 19, ___] under circumstances constituting a Qualified Termination,
any unvested portion of the Award shall vest and be converted into Shares on such Date.



Section 2. Issuance of Stock Certificate.



Any Shares into which all or a portion of the Restricted Stock Units are converted will be
transferred by book entry to an account designated by Recipient (or his heirs). Alternatively,
Recipient (or his heirs) may request that a stock certificate representing such Shares be issued to
Recipient (or his heirs).




Section 3. Tax Withholding.



In order to provide the Company with the opportunity to claim the benefit of any income tax
deduction which may be available to it upon the conversion of the Restricted Stock Units, and in
order to comply with all applicable income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable income, withholding, social, payroll
or other taxes, which are the sole and absolute responsibility of the Recipient, are withheld or
collected from the Recipient. Recipient may, at the Recipient’s election (the “Tax Election”),
satisfy all or a portion of Recipient’s applicable tax obligations by (a) electing to have the
Company withhold a portion of the Shares otherwise to be delivered upon conversion of the
Restricted Stock Units having a fair market value equal to the Company’s minimum statutory
withholding rate multiplied by the amount of income recognized by Recipient in connection with such
conversion, (b) delivering to the Company shares of Common Stock having a fair market value equal
to the amount of such taxes or (c) delivering to the Company cash or a check in the amount of such
taxes. The Tax Election must be made on or before the date that the amount of tax to be withheld
is determined and if Recipient does not affirmatively select another of the above options,
Recipient will be deemed to have elected to satisfy Recipient’s tax obligations pursuant to option
(a) above.




Section 4. No Transfer.



The Recipient shall not, directly or indirectly, sell, pledge or otherwise transfer or dispose of
any portion of the Restricted Stock Units or the rights and privileges pertaining thereto, other

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than by will or the laws of descent and distribution. Neither the Restricted Stock Units nor the
Shares into which they are convertible shall be liable for or subject to, in whole or in part, the
debts, contracts, liabilities or torts of the Recipient, nor will they be subject to garnishment,
attachment, execution, levy or other legal or equitable process.




Section 5. Certain Legal Restrictions.



The Company will not be obligated to sell or issue any Shares upon conversion of the Restricted
Stock Units or otherwise unless the issuance and delivery of such Shares complies, in the judgment
of the Company, with all relevant provisions of applicable law and other legal requirements
including, without limitation, any applicable securities laws and the requirements of any market or
stock exchange upon which the shares of the Company (including the Shares) may then be listed. As a
condition to the conversion of the Restricted Stock Units, the Company may require the Recipient to
make such representations and warranties as may be necessary to assure the availability of an
exemption from the registration requirements of any applicable securities laws. The Company shall
have no obligation to the Recipient, express or implied, to list, register or otherwise qualify any
Shares issued to the Recipient pursuant to the conversion of the Restricted Stock Units. Shares
issued upon the conversion of the Restricted Stock Units may not be transferred except in
accordance with applicable securities laws. At the Company’s election, any certificate evidencing
the Shares issued to the Recipient will bear appropriate legends restricting transfer under
applicable law.




Section 6. Governing Law.



This Agreement shall be governed by, and construed and interpreted in accordance with, the law of
the State of Delaware, U.S.A., which shall be the proper law of this Agreement notwithstanding any
rules of conflict of laws or private international law therein contained under which any other law
would be made applicable.




Section 7. Payments.



All cash payments hereunder shall be made in United States Dollars unless another currency is
selected at the discretion of the Company. Currency translations shall be made in accordance with
such methods and at such exchange rates as the Company may determine to be fair and appropriate in
its sole discretion.




Section 8 Miscellaneous.



The following general provisions shall apply to the Restricted Stock Units granted pursuant to this
Agreement:




     (a) Neither the Recipient nor any Person claiming under or through the Recipient will have any
of the rights or privileges of a stockholder of the Company in respect of any of the Shares
issuable upon the conversion of the Restricted Stock Units unless and until certificates
representing such Shares have been issued and delivered or, if Shares may be held in uncertificated
form, unless and until the appropriate entry evidencing such transfer is made in the stockholder
records of the Company; provided, however, that Recipient shall receive, as
additional compensation, payments equivalent to the dividend paid on a number of shares



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of the Company’s Common Stock equal to the number of Shares subject to the Restricted Stock
Units during the period prior to their conversion into Shares.




     (b) Subject to the limitations in this Agreement on the transferability by the Recipient of
the Restricted Stock Units and any Shares issued pursuant thereto, this Agreement will be binding
on and inure to the benefit of the successors and assigns of the parties hereto.



     (c) If any provision of this Agreement is held to be illegal, invalid or unenforceable under
any applicable law, then such provision will be deemed to be modified to the minimum extent
necessary to render it legal, valid and enforceable, and if no such modification will render it
legal, valid and enforceable, then this Agreement will be construed as if not containing the
provision held to be invalid, and the rights and obligations of the parties will be construed and
enforced accordingly.



     (d) This Agreement, together with the Plan, embodies the complete agreement and understanding
among the parties with respect to the subject matter hereof and supersedes and preempts any prior
written, or prior or contemporaneous oral, understandings, agreements or representations by or
among any of the parties that may have related to the subject matter hereof in any way. In the
event of any inconsistency or conflict between the provisions of this Agreement and the Plan, the
provisions of the Plan shall govern. Any question of administration or interpretation arising
under this Agreement shall be determined by the Committee, and such determination shall be final,
conclusive and binding upon all parties in interest.



     (e) Nothing in this Agreement or the Plan shall be construed as giving the Recipient the right
to be retained as an officer, consultant, advisor, director or employee of the Company or any of
its Affiliates. In addition, the Company or an Affiliate may at any time dismiss the Recipient,
free from any liability or any claim under this Agreement, unless otherwise expressly provided in
this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.




	 	 	 	 	 	 	 	 	 
	eFunds Corporation	 	Recipient	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 

{Title}
	 	 	 	 

Paul Walsh
	 	 







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