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Exhibit
10.5
FORM OF
RESTRICTED STOCK AWARD
AGREEMENT
UNDER THE
AMENDED AND RESTATED
2002 STOCK INCENTIVE PLAN
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| Associate
Name: |
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[Participant Name] |
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| Number of
Restricted Shares Subject to Award: |
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[Number
of Shares Granted] |
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| Date of
Award Grant: |
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[Grant
Date] |
CheckFree Corporation, a Delaware
corporation (the “Company”), hereby grants to the
individual whose name appears above (the “Associate”) a
Restricted Stock Award (the “Award”) of shares of its
Common Stock, $0.01 par value per share (the “Restricted
Shares”) to be issued to Associate as set forth below,
subject to all of the terms and conditions set forth in this
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 hereto and the Plan are deemed to be incorporated herein in
their entirety.
1. Vesting Provisions
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(a) Provided that the
Associate is employed by the Company on such dates, the
Associate’s Restricted Shares will be issued (subject to tax
withholding) and become vested in five equal installments with 20%
of the shares vesting on the 1 st anniversary of the grant, 20% on the 2 nd anniversary of the grant, 20% on the 3
rd
anniversary of the grant, 20%
on the 4 th
anniversary of the grant, and
20% on the 5 th anniversary of the
grant.
If the application of this paragraph
would result in Associate vesting in a fraction of a share of
Common Stock, such fractional share of Common Stock will be rounded
down to the next whole share, in which case adjustments may be made
to future vesting increments to prevent exceeding the total number
of Restricted Shares subject to the Award, as provided
above.
(b) If the Associate’s
employment or service with the Company terminates for any reason
before all of 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
and after the effective date of the termination.
(c) Notwithstanding the
foregoing, if the Associate terminates employment or service with
the Company because he or she has been employed by an Affiliate or
Subsidiary of the Company, the Associate shall continue to vest in
the Restricted Shares in accordance with the vesting schedule set
forth in paragraph 1(a) above, and Associate’s cessation of
employment or service with the Company shall not be deemed a
forfeiture event hereunder.
(d) 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.
(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.
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