Forms of Agreement for Equity Compensation

Exhibit 10.83

This exhibit contains forms of agreements used by the company to grant performance-based restricted stock awards to its executive officers under the company’s 2005 Stock Incentive Plan.   Readers should note that these are forms of agreement only and particular agreements with executive officers and directors may contain terms that differ but not in material respects.

RESTRICTED STOCK AWARD AGREEMENT

Name of Grantee (the “Grantee):  ___________________________________________________________

Date of Restricted Stock Award (the “Award Date”):  ___________________________________________

Number of Shares Covered by Restricted Stock Award (the “Award Shares”): ________________________

This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Date of Restricted Stock Award set forth above (the “Award Date”) by and between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the Grantee named above (the “Grantee”).

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WHEREAS, the Company has adopted an Amended and Restated 2005 Stock Incentive Plan (the “Plan”) which is administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”); and

WHEREAS, pursuant to the Plan, effective on the Award Date the Committee granted to Grantee a Restricted Stock Award (the “Award”) covering the number of shares of the Common Stock of the Company (the “Common Stock”) set forth above (the “Award Shares”), and the Company is executing this Agreement with Grantee for the purpose of setting forth the terms and conditions of the Award made by the Committee to Grantee effective on the Award Date;

NOW, THEREFORE, in consideration of the premises and the covenants and conditions contained herein, the Company and Grantee agree as follows:

(a)For purposes of this Agreement, “Performance Period” means the two-fiscal-year period beginning on January 1, 20XX and ending on December 31, 20XY.

(b)Subject to Section 15, if applicable, the Award Shares will vest, if at all, based on the achievement percentages derived from the following measures of performance for the Company’s fiscal year ended December 31, 20XY (“Performance Measures”):

The number of Shares that vest shall be determined by multiplying the number of Award Shares by the total of the Weighted Achievement Percentages (Performance Measure Weight multiplied by Actual Achievement Percentage) for the three Performance Measures, as follows:  

The following example illustrates how a total award of 1,000 shares would vest if the respective EPS, Revenue and Impact Minutes Weighted Achievement Percentages were attained for the Performance Period based on the methodologies set forth in Exhibit 1, Exhibit 2 and Exhibit 3:

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Subject to Section 15, no Award Shares will vest in Grantee (i) unless and until the Committee has reviewed and approved/certified the vesting levels for the Award Shares, and (ii) unless Grantee has been continuously employed by the Company from the Award Date through the date of the applicable Committee approval/certification.

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(d)The number of Award Shares issued upon the grant of the Award is equal to the number of Award Shares set forth on the first page of this Agreement, which is equal to the number of Shares that would vest upon the attainment of the Target level of performance for each of the Performance Measures as set forth in Exhibits 1, 2 and 3..  If the aggregate number of Award Shares vesting under Section 2(b) and Exhibits 1, 2 and 3 exceeds the total number of Award Shares due to vesting at levels above Target, then the Company shall issue Grantee additional shares of Common Stock in respect of such additional vesting.  Such additional shares shall be issued as soon as administratively practicable following the Committee’s certification of vesting levels.

Subject to the provisions of Section 15, if applicable, upon a Termination of Employment of Grantee, all of the rights and interests of Grantee in any of the Award Shares which have not vested in Grantee pursuant to Section 2 prior to such Termination of Employment of Grantee automatically will completely and forever terminate; and, at the direction of the Company, the Transfer Agent will remove from the Restricted Stock Account and cancel all of those unvested Award Shares.  For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.  In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” will include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary will be deemed to be a Termination of Employment of Grantee.

Nothing contained in this Agreement (i) obligates the Company or a Subsidiary to continue to employ Grantee in any capacity whatsoever or (ii) prohibits or restricts the Company or a Subsidiary from terminating the employment of Grantee at any time or for any reason whatsoever.  In the event of a Termination of Employment of Grantee, Grantee will have only the rights set forth in this Agreement with respect to the Award Shares.  

If at any time that any of the Award Shares have not vested in Grantee the Company declares or pays any ordinary cash dividend, any non-cash dividend of securities or other property or rights to acquire securities or other property, any liquidating dividend of cash or property, or any stock dividend or there occurs any stock split or other change in the character or amount of any of the outstanding securities of the Company, then in such event any and all cash and new, substituted, or additional securities or other property relating or attributable to those unvested Award Shares immediately and automatically will become subject to this Agreement, will be delivered to the Transfer Agent or to an independent Escrow Agent selected by the Company to be held by the Transfer Agent or such Escrow Agent pursuant to the terms of this Agreement (including but not limited to the provisions of Sections 2, 3, and 8), and will have the same status

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with respect to vesting and transfer as the unvested Award Shares upon which such dividend was paid or with respect to which such new, substituted, or additional securities or other property was distributed. No interest will accrue on any cash or cash equivalents received by the Transfer Agent or such Escrow Agent pursuant to the first sentence of this Section 5.

Grantee represents and warrants to the Company as follows:

The Company represents and warrants to Grantee as follows:

None of the Award Shares that have not vested in Grantee pursuant to Section 2 (and no beneficial interest in any of such Award Shares) may be sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in any way by anyone (including a transfer by

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operation of law); and any attempt by anyone to make any such sale, transfer, assignment, pledge, encumbrance, or other disposition will be null and void and of no effect.

The Company and Grantee acknowledge that the Company’s remedy at law for any breach or violation or attempted breach or violation of the provisions of Section 8 will be inadequate and that, in the event of any such breach or violation or attempted breach or violation, the Company will be entitled to injunctive relief in addition to any other remedy, at law or in equity, to which the Company may be entitled.

Neither the Company nor the Transfer Agent will be required to transfer on the stock records of the Company maintained by either of them any Award Shares which have been sold, transferred, assigned, pledged, encumbered, or otherwise disposed of by anyone in violation of any of the provisions of this Agreement or to treat as the owner of such Award Shares or accord the right to vote or receive dividends to any purported transferee or pledgee to whom such Award Shares have been sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in violation of any of the provisions of this Agreement.

Grantee has the right to make an election pursuant to Treasury Regulation § 1.83-2 with respect to the Award Shares and, if Grantee makes such election, promptly will furnish to the Company a copy of the form of election Grantee has filed with the Internal Revenue Service for such purpose and evidence that such an election has been made in a timely manner.

12.Withholding.

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13.Voting and Other Stockholder Rights.

Grantee will have the right to vote with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account as of a record date for determining stockholders of the Company entitled to vote, whether or not such Award Shares are vested in Grantee as of such record date.  Except as expressly limited or restricted by this Agreement and except as otherwise provided in this Agreement, Grantee will have all of the other rights of a stockholder of the Company with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account at a particular time, whether or not such Award Shares are vested in Grantee at such time.

14.Application of Plan.  

The relevant provisions of the Plan relating to Restricted Stock Awards and the authority of the Committee under the Plan will be applicable to this Agreement to the extent that this Agreement does not otherwise expressly address the subject matter of such provisions.

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Each such notice, request, consent, and other communication shall be deemed to have been given upon receipt thereof as set forth above or, if sooner, three (3) business days after deposit as described above. An address for purposes of this Section 15(b) may be changed by giving written notice of such change in the manner provided in this Section 15(b) for giving notice. Unless and until such written notice is received, the addresses referred to in this Section 15(b) shall be deemed to continue in effect for all purposes of this Agreement.

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16.Change of Control.

(a)Notwithstanding the provisions of Sections 2 and 3, all Award Shares which have not previously vested in Grantee pursuant to Section 2 automatically will vest in Grantee upon an involuntary (on the part of Grantee) Termination of Employment of Grantee without Cause after the occurrence of a Change of Control.  The number of Award Shares vesting pursuant to this Section 16 shall be equal to the number of Award Shares that would vest pursuant to Section 2(b) if Target levels of performance under Exhibits 1, 2 and 3 were achieved.

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(c)Definition of "Cause".  For purposes of this agreement, "Cause" will mean only (i) Grantee's confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) Grantee's certification of materially inaccurate financial or other information pertaining to the Company or a Subsidiary (as defined in the Plan) with actual knowledge of such inaccuracies on the part of Grantee, (iii) Grantee's refusal or willful failure to cooperate with an

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investigation by a governmental agency pertaining to the financial or other business affairs of the Company or a Subsidiary (as defined in the Plan) unless such refusal or willful failure is based upon a written direction from the Board of Directors or the Chief Executive Officer of the Company or the written advice of counsel, (iv) Grantee's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification and failure on the part of Grantee to cure such absenteeism within twenty (20) days after Grantee's receipt of a written notice from the Board of Directors or the Chief Executive Officer of the Company setting forth the particulars of such absenteeism, (v) material failure by Grantee to comply with a lawful directive of the Board of Directors or the Chief Executive Officer of the Company and failure to cure such non-compliance within twenty (20) days after Grantee's receipt of a written notice from the Board of Directors or the Chief Executive Officer of the Company setting forth in reasonable detail the particulars of such non-compliance, (vi) a material breach by Grantee of any of Grantee's fiduciary duties to the Company or a Subsidiary (as defined in the Plan) and, if such breach is curable, Grantee's failure to cure such breach within twenty (20) days after Grantee's receipt of a written notice from the Board of Directors or the Chief Executive Officer of the Company setting forth in reasonable detail the particulars of such breach, (vii) willful misconduct or fraud on the part of Grantee in the performance of his duties as an employee of the Company or a Subsidiary (as defined in the Plan), or (viii) any other "cause" as defined in any existing employment agreement between the Company and Grantee.

(d)If an employment agreement between Grantee and the Company provides for the limitation of payments (including but not limited to the vesting of unvested Award Shares) that would result in the imposition of a tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on "excess parachute payments" (as defined in Section 280G of the Code) received or receivable by Grantee, Grantee agrees that any acceleration of vesting of Award Shares pursuant to this Section 16 shall be strictly governed by and subject to the provisions of the employment agreement relating to excess parachute payments and that some or all unvested Award Shares that would otherwise vest upon a qualifying termination after a Change in Control may not vest.

(e)In the event that Grantee is not a party to an employment agreement providing for a limitation on excess parachute payments as described in Section 16(d), the Committee shall have the right in its sole discretion to reduce the acceleration of vesting of Award Shares pursuant to this Section 16 to the extent necessary to avoid the imposition of tax under Section 4999 of the Code, taking into account all other payments or benefits in the nature of compensation for purposes of Section 280G of the Code received or receivable by the Executive in connection with or as a result of the Change of Control or Grantee’s Termination of Employment after the occurrence of a Change of Control; provided, however, that such reduction shall be applied in the order that will result in the Grantee’s receipt of the greatest number of Award Shares after such reduction has occurred.  The Company and Grantee agree that the provisions of this Section 16(e) are applicable both to all Restricted Stock Agreements and other awards granted under the Plan or any similar plan which are in effect on the date of this Agreement and to all Restricted Stock Award Agreements and other awards granted under the Plan or any similar plan which become effective after the date of this Agreement and that all of such Restricted Stock Award Agreements and other award agreements are subject to and modified by this Section16(e).

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(f)If the employment of Grantee by the Company terminates without Cause after a Change of Control as a result of a Constructive Termination, as defined in a then existing employment agreement (if any) between the Company and Grantee, and all preconditions to the effectiveness of such a Constructive Termination contained in such then existing employment agreement (if any) have been satisfied, then for purposes of Section 16(a) such termination of Grantee's employment will be deemed to be "an involuntary (on the part of Grantee) Termination of Employment of Grantee without Cause after the occurrence of a Change of Control," and the provisions of Section 16(a) will apply.  Notwithstanding the foregoing or anything in this Section 16 to the contrary, if the provisions of any then existing employment agreement between the Company and Grantee would result in the vesting of a greater number of Award Shares than would vest under this Section 16, then the provisions of such employment agreement shall control.

IN WITNESS WHEREOF, the Company and Grantee have executed this Restricted Stock Award Agreement on the dates set forth below, effective on the Award Date.

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EXHIBIT 1

Terms and Conditions of Achievement Related to Company EPS Measure

1.General.  This Exhibit 1 describes the achievement percentage that will be applied under Section 2(b) based on the Company’s fully diluted, non-GAAP earnings per share (“EPS”), as reported in the Company’s public earnings release for the fiscal year ending December 31, 20XY (as furnished in the applicable Form 8-K).

2.Determination of EPS Achievement Percentage.  The achievement percentage attributable to EPS (the “EPS Achievement Percentage”) will be based on the Company’s EPS for the fiscal year ending December 31, 20XY (“20XY EPS”), as determined under the following table.  

If the 20XY EPS is below the Threshold tier, the EPS Achievement Percentage shall be zero (0%).  If the 20XY EPS is between the Threshold and the Maximum tiers, the EPS Achievement Percentage will be determined through linear interpolation, using the next lowest and highest EPS Achievement Tier in the above table from the actual 20XY EPS achieved.  By way of example:

EXHIBIT 2

Terms and Conditions of Achievement Related to Company Revenue Measure

1.General.  This Exhibit 2 describes the achievement percentage that will be applied under Section 2(b) based on the Company’s GAAP revenue (“Revenue”), as reported in the Company's Annual Report on Form 10-K for the 20XY fiscal year.

2.Determination of the Revenue Achievement Percentage.  The achievement percentage attributable to Revenue (the “Revenue Achievement Percentage”) will be based on Revenue for the fiscal year ending December 31, 20XY (“20XY Revenue”), as determined under the following table:

If the 20XY Revenue is below the Threshold tier, the Revenue Achievement Percentage shall be zero (0%).  If the 20XY Revenue is between the Threshold tier and the Maximum tier, the Revenue Achievement Percentage will be determined through linear interpolation, using the next lowest and next highest 20XY Revenue Achievement Tier in the above table from the actual 20XY Revenue achieved.  By way of example:

EXHIBIT 3

Terms and Conditions of Achievement Related to Company Impact Minutes Measure

1.General.  This Exhibit 3 describes the achievement percentage that will be applied under Section 2(b) based on the achievement of total “Impact Minutes,” as described in Section 2 of this Exhibit.

2.Determination of Impact Minutes Achievement Percentage. The achievement percentage attributable to Impact Minutes (the “Impact Minutes Achievement Percentage”) shall be based on the Company’s total “Impact Minutes” for the fiscal year ending December 31, 20XY (“20XY Impact Minutes”), as illustrated in the following table.  The “20XY Impact Minutes Achievement Tiers” were determined based on the corresponding desired impact minutes improvements (i.e., reduction in the level of Impact Minutes) from the Company’s 20XW fiscal year Impact Minutes of X,XXX, as illustrated in the following table.   Note that impact minutes are an adverse customer satisfaction measurement, and therefore, a lower number is the desired outcome in the table below.  In measuring the percentage of improvement in Impact Minutes from the 20XW fiscal year to the 20XY fiscal year, the Committee will adjust the 20XY fiscal year Impact Minutes to remove the effect of any products or services that were not included in calculating the 20XW Impact Minutes.  The Committee’s determination of such adjustment will be final and binding on the Grantee.  

If the 20XY Impact Minutes are not above the Threshold tier, the Impact Minutes Achievement Percentage shall be zero (0%).  If the 20XY Impact Minutes are between the Threshold and the Maximum tiers, the achievement percentage will be determined through linear interpolation, using the next highest and lowest Impact Minutes Achievement Tier in the above table from the actual 20XY Impact Minutes achieved.  By way of example:

3.Impact Minutes.  For purposes of this Exhibit 3, Impact Minutes shall be determined by the Company’s management in accordance with the Company’s “4DX” operational improvement program, subject to the adjustment described in Section 2.

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