|
Exhibit
10.4
FORM OF
PERFORMANCE
ACCELERATED
RESTRICTED STOCK AWARD
AGREEMENT
UNDER THE
AMENDED AND RESTATED
2002 STOCK INCENTIVE PLAN
|
|
|
| Associate
Name: |
|
[Participant Name] |
|
|
| Number of
Restricted Shares Subject to Award: |
|
[Number
of Shares Granted] |
|
|
| Date of
Award Grant: |
|
[Grant
Date] |
CheckFree Corporation, a Delaware
corporation (the “Company”), hereby grants to the
individual whose name appears above (the “Associate”) a
Performance Accelerated Restricted Stock Award (the
“Award”) of that number of shares of its Common Stock,
$0.01 par value per share (the “Restricted Shares”) set
forth above, subject to all of the terms and conditions set forth
in this Performance Accelerated Restricted Stock Award Agreement
(this “Agreement”) and the Company’s Amended and
Restated 2002 Stock Incentive Plan (the “Plan”). All
terms and conditions set forth in Annex I and Annex II hereto and
the Plan are deemed to be incorporated herein in their entirety.
Undefined capitalized terms used in this Agreement shall have the
meanings set forth in the Plan.
1. Vesting Provisions
.
(a) Provided that the
Associate is employed by the Company on such date, the
Associate’s Restricted Shares will be issued (subject to tax
withholding) and become vested on the fifth anniversary of the Date
of Award Grant as set forth above; provided, however , that
the Restricted Shares will vest in full at such earlier time as the
performance objectives set forth in Annex II hereto are certified
by the Compensation Committee of the Company’s Board of
Directors (the “Compensation Committee”) to have been
satisfied.
(b) In the event of the
Associate’s Termination of Service with the Company for any
reason before all of the Associate’s Restricted Shares have
become vested under this Award, the Associate’s Restricted
Shares that have not been issued and have not vested shall be
forfeited on the effective date of the termination; provided,
however , in the event of the Associate’s Termination of
Service by reason of death, Disability or Retirement, all of the
Restricted Shares subject to this Agreement shall vest in
full.
(c) The Compensation
Committee will have the right to determine, in its sole discretion,
how an Associate’s leave of absence will affect the terms of
this Award, including the vesting and issuance of Restricted Shares
hereunder.
(d) In the event of a Change
of Control, all of the Restricted Shares subject to this Agreement
shall vest in full.
(e) The Company will not have
any further obligations to the Associate under this Award if the
Associate’s Restricted Shares are forfeited as provided
herein.
2. General
By signing below, you agree
that this award is governed by this Agreement and by the terms and
conditions contained in the Plan, as amended from time to time and
incorporated into this Agreement by reference. A copy of the Plan
is available upon request by contacting the Human Resources
Department at the Company’s executive offices.
|
|
|
|
|
|
|
|
|
| CheckFree Corporation |
|
|
|
|
|
|
|
|
|
|
|
| By: |
|
|
|
|
|
|
|
______________ |
| Its: |
|
|
|
|
|
|
|
Date |
|
|
|
|
| Associate |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
______________
|
| Associate Signature |
|
|
|
|
|
Date |
2
ANNEX I TO RESTRICTED
STOCK AWARD AGREEMENT
TERMS AND CONDITIONS OF
RESTRICTED STOCK AWARD
1. Issuance of Restricted
Stock . The Company, or its transfer agent, will issue and
deliver the vested portion of the Restricted Shares to the
Associate as soon as practicable after the Restricted Shares become
vested, subject to payment of the applicable withholding tax
liability as set forth below. If the Associate dies before the
Company has distributed any portion of the vested Restricted
Shares, the Company will t
| 
