8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 1, 2005

The Reynolds and Reynolds Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-10147	31-0421120
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Reynolds Way, Dayton, Ohio		45430
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 937-485-2000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As part of its compensation program, The Reynolds and Reynolds Company grants various awards to its executive officers and members of the Board of Directors under the Reynolds and Reynolds Company 2004 Executive Stock Incentive Plan (the "Plan"). The stockholder approved Plan is on file with the Securities and Exchange Commission. On December 1, 2005, the Compensation Committee of the Company’s Board of Directors granted Restricted Stock Awards or Restricted Stock Units, as applicable, to its key employees pursuant to the Plan. The grants of Restricted Stock Awards were made pursuant to the form of award agreements attached hereto as Exhibits 10.1 - 10.3, and the grants of Restricted Stock Units were made pursuant to the form of award agreements attached hereto as Exhibits 10.4-10.6. Exhibits 10.1-10.6 are incorporated herein by reference. Each employee was granted a one-year, a two-year and a three-year performance-based award. These forms of award agreements contain all of the material terms and conditions of the Restricted Stock Award or Restricted Stock Unit granted under the Plan on December 1, 2005, other than the name of the grantee, the date of grant, the number of units subject to the grant and the vesting schedule. The Restricted Stock Awards or Restricted Stock Units, as applicable, are in all cases subject to the terms and conditions of the Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Reynolds and Reynolds Company
December 6, 2005	By:	Robert S. Guttman
		Name: Robert S. Guttman
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Performance-Based Restricted Stock Award One-Year Performance Period
10.2	Performance-Based Restricted Stock Award Two-Year Performance Period
10.3	Performance-Based Restricted Stock Award Three-Year Performance Period
10.4	Performance-Based Restricted Stock Unit Award One-Year Performance Period
10.5	Performance-Based Restricted Stock Unit Award Two-Year Performance Period
10.6	Performance-Based Restricted Stock Unit Award Three-Year Performance Period

EX-10.1

2004 Executive Stock Incentive Plan
Performance-Based Restricted Stock Award
One-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 one (1) year period beginning on October 1, 2005 and ending on September 30, 2006.

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 0.0%, then none of the Award Shares will be earned and all Award Shares will be forfeited. If the Revenue Growth is above 0.0%, 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) multiplied by (b) 100, with the resulting product multiplied by (c) 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 1.0%. The foregoing is illustrated by the following example: Assume that for the Performance Period, the Revenue Growth of the Company is 0.75%. In such circumstance, the Recipient would be entitled to receive an amount equal to 75.0% of the Award Shares (as provided below) and the remaining Award Shares will be thereupon forfeited:

(1) Revenue Growth Percent at 0.75% x 100 = 75.0%

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 0.90%. Based on these assumptions, the Recipient’s estate will be entitled to receive ninety percent (90.0%) of the Award Shares determined as follows:

(1) Revenue Growth Percent at 0.90% x 100 = 90.0%

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 1.0%, then none of the Future Award Shares will be earned by Recipient. If the Revenue Growth Percent is above 1.0%, 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) 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 Future Award Shares up to a maximum payout of 100% of the Future Award Shares when the Growth Revenue 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 Company is 2.7%. In such circumstance, the Recipient would be entitled to receive 55.66% of the Future Award Shares determined as follows:

(1) Revenue Growth Percent (2.7%) — 1.0% = 1.7%

(2) 1.7% x 33.33 = 56.6610%

(3) 56.6610% rounded to the nearest hundredth of a percent = 56.66%

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 Performance Period 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.

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.

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.

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 25^th 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 25^th 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 25^th 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 50^th 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 25^th percentile = 15 (40^th – 25^th = 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 30^th 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 25^th percentile = 5 (30^th – 25^th = 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 50^th 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 50^th 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 50^th 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 75^th 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 70^th 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 50^th percentile = 20 (70^th – 50^th = 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.

2004 Executive Stock Incentive Plan
Performance-Based Restricted Stock Unit Award
One-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 one (1) year period beginning on October 1, 2005 and ending on September 30, 2006.

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

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 0.0%, then none of the Current Units will vest and all shall be forfeited. If the Revenue Growth Percent is above 0.0%, 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) multiplied by (b) 100, with the resulting product multiplied by (c) 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 1.0%.

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 0.75%. In such circumstance, the Recipient would be entitled to receive an amount equal to 75.0% of the Current Units (as provided below) and the remaining Current Units will be thereupon forfeited:

1. Revenue Growth Percent at 0.75% x 100 = 75.0%

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, assume that the most recently published quarterly financial statements for The Reynolds and Reynolds Company provide its Revenue Growth Percent at 0.90%. Based on these assumptions, the Recipient’s estate will be entitled to receive ninety percent (90.0%) of the Current Units determined as follows:

1. Revenue Growth Percent at 0.90% x 100 = 90.0%

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 is at or below 1.0%, then none of the Future Units will be issued. If the Revenue Growth Percent is above 1.0%, 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) 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 Future Units, up to a maximum payout of 100% of the Future Units when the Growth Revenue 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 2.7%. In such circumstance, the Recipient would be entitled to receive 55.66% of the Future Units determined as follows:

1. Revenue Growth Percent (2.7%) – 1.0% = 1.7%

2. 1.7% x 33.33 = 56.6610%

3. 56.6610% rounded to the nearest hundredth of a percent = 56.66%

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 be 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 Performance Period 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.

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.

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

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 Unitswhen 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.

2004 Executive Stock Incentive Plan
Performance-Based Restricted Stock Unit Award
Three-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 Unit”)

Future

Award Shares:

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

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

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

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 Current 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 a comparison of the Total Shareholder Return of The Reynolds and Reynolds 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 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 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 Current Units will vest and all shall be forfeited. If the Company TSR places The Reynolds and Reynolds Company above the 25th percentile, then the number of Current Units 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 Reynolds and Reynolds Company above the 25th percentile, with the resulting product multiplied by (c) the number of Current Units, up to a maximum payout of 100% of the Current Units 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 Reynolds and Reynolds Company at the 40% percentile. In such circumstance, the Recipient would be entitled to receive an amount equal to 60% of the Current Units (as provided below) and the remaining Current Units 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 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 comparing the Company TSR using The Reynolds and Reynolds Company’s most recently available quarterly results with the “Ending Stock Price” (defined in Section 4 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 Reynolds and Reynolds Company’s financial statements have been published, places The Reynolds and Reynolds 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 Current Units determined as follows:

1. Number of percentage points in excess of 25th percentile = 5 [30^th – 25th = 5]

2. 5 x 4% = 20.0%

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 determined based upon a comparison of the Company TSR and the Index TSRs during the Performance Period as described herein.

ii. Performance Criteria. If the Company TSR places The Reynolds and Reynolds Company at or below the 50th percentile as compared to the Index TSRs, then none of the Future Units will be issued. If the Company TSR as compared to the Index TSRs places The Reynolds and Reynolds Company above the 50th percentile, then the number of Future Units 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 Reynolds and Reynolds Company above the 50th percentile, with the resulting product multiplied by (c) the number of Future Units, up to a maximum payout of 100% of Future Units when the Company TSR places the Reynolds and Reynolds Company 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 Reynolds and Reynolds Company at the 70th percentile. In such circumstance, the Recipient would be entitled to receive 80.0% of the Future Units determined as follows:

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

2. 20 x 4.0% = 80.0%

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 be 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 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 of The Reynolds and Reynolds Company 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 of The Reynolds and Reynolds Company 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 of The Reynolds and Reynolds Company 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.

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.

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.