Amended and Restated Employment Agreement between The Reynolds and Reynolds Company and Finbarr J. O'Neill

Summary

This agreement is between The Reynolds and Reynolds Company and Finbarr J. O'Neill, appointing him as Chief Executive Officer and President from August 7, 2006, to January 31, 2008, with automatic one-year renewals. It outlines his salary, bonus, benefits, and retirement plans. The contract details severance and change-in-control benefits, including compensation, bonus, medical coverage, and stock vesting if his employment ends under certain conditions. It also specifies terms for termination, disability, and legal fee reimbursement, and confirms that a merger with Universal Computer System Holding, Inc. qualifies as good reason for termination.

EX-10.04 2 l22089aexv10w04.txt EX-10.04 EXHIBIT 10.04 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN THE REYNOLDS AND REYNOLDS COMPANY ("COMPANY") AND FINBARR J. O'NEILL ("EXECUTIVE") MATERIAL TERMS I. POSITION - Chief Executive Officer and President ("Executive") II. START DATE/TERM - August 7, 2006 - January 31, 2008, with automatic one-year extensions commencing at expiration of original term unless notice is given by either party 180 days prior to termination of the current term III. BASE SALARY - $750,000 (pro rated for partial years) IV. ANNUAL BONUS - Target annual bonus of 85% of base salary with a maximum bonus of 140% of base salary V. ADDITIONAL MATTERS - A. Participation in Company benefit plans and programs B. $14,000/year car allowance C. $1,500/year reimbursement for medical exams D. $6,000/year for estate/tax planning E. $1,500/year for health club fees F. Participation in all qualified and nonqualified retirement plans which are available to senior officers G. Supplemental executive retirement plan to provide additional benefits upon retirement of 4% of average annual compensation multiplied by Executive's years of service VI. SEVERANCE BENEFITS PRIOR - A. TERMINATION FOR GOOD REASON/WITHOUT CAUSE TO A CHANGE IN CONTROL If Executive terminates employment for good reason or the Company terminates Executive's employment without cause, Executive will be entitled to receive: 1) pro-rata target bonus for the year in which termination occurs 2) 2x annual salary 3) 2x higher of target bonus or three-year average annual bonus 4) 2 years medical benefits 5) 2 additional years of deemed service for supplemental retirement plan 6) full vesting of stock options or time-based restricted stock awards and determination of vesting under any performance-based restricted stock awards pursuant to the provisions of applicable plans (in the case of good reason termination only)

B. TERMINATION FOR CAUSE If the Company terminates Executive's employment for cause, Executive will be entitled to receive: 1) Accrued obligations and any benefits under the pension plan and supplemental pension plan C. DISABILITY If Executive's employment is terminated due to disability, Executive will be entitled to receive: 1) pro-rata target bonus for the year in which termination occurs 2) annual disability benefit equal to 90% of base salary 3) 2 additional years of deemed service for supplemental retirement plan 4) full vesting of stock options or time-based restricted stock awards and determination of vesting under any performance-based restricted stock awards pursuant to the provisions of applicable plans VII. CHANGE IN CONTROL SEVERANCE BENEFITS - If Executive terminates employment for good reason or executive's employment is terminated by the Company (other than for disability or cause) during the two-year period following (or prior to and in connection with) a change in control of the Company: A. Executive will be entitled to receive: 1) pro-rata target bonus for the year in which termination occurs 2) 2.99x annual salary (at higher of level upon termination event or immediately prior to change in control) 3) 2.99x higher of target bonus or three-year average annual bonus 4) 3 years medical benefits 5) 3 additional years of service for supplemental retirement plan 6) outplacement services (up to $20,000) B. Any applicable performance-based vesting goals with respect to stock-based awards granted to Executive will be deemed 100% met and all stock-based awards will vest in full, in each case immediately prior to the occurrence of the change in control. C. Executive will not be subject to any non-compete. D. Executive will be entitled to a gross-up for excise tax on excess parachute payments, subject to a 10% "cut-back" (i.e., change in control payments will be reduced below the 280G safe harbor if the total parachute value of CIC payments are less than 10% in excess of the 280G safe harbor). E. Executive will have no duty to seek or gain new employment after termination, and no mitigation (other than for health and welfare benefits from new employer) will apply.

F. Company will be obligated to reimburse Executive for any legal fees incurred in connection with contesting Executive's rights under the agreement, subject to reimbursement in the case of a bad faith claim. G. Rights under the Company's relocation policy will become irrevocable. H. The Company and Universal Computer System Holding, Inc. ("UCS") have acknowledged in writing that the completion of the proposed merger between the Company and UCS will constitute good reason under Executive's amended and restated employment agreement.