EXHIBIT 10.5
PER-SE TECHNOLOGIES, INC.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Non-transferable
GRANT TO
______________________________
("Grantee")
by Per-Se Technologies, Inc. (the "Company") of Restricted Stock Units (the
"Units") representing the right to earn, on a one-for-one basis, shares of the
Company's common stock, par value $0.01 per share ("Shares"), pursuant to and
subject to the provisions of the Per-Se Technologies, Inc. 2006 Incentive Plan
(the "Plan") and to the terms and conditions set forth on the following page of
this Award Certificate (this "Certificate").
The target number of Shares subject to this award is ____________ (the "Target
Award"). Depending on the Company's level of attainment of specified targets for
Total Shareholder Return (TSR) for the three fiscal year period ending December
31, 2008, Grantee may earn up to 200% of the Target Award, in accordance with
the matrices attached hereto as Exhibit A.
By accepting this award, Grantee shall be deemed to have agreed to the terms and
conditions of this Certificate and the Plan.
IN WITNESS WHEREOF, Per-Se Technologies, Inc., acting by and through its duly
authorized officers, has caused this Certificate to be executed as of the Grant
Date.
PER-SE TECHNOLOGIES, INC. Grant Date: June 6, 2006
By: _________________________ Accepted by Grantee: ______________________
Its: Authorized Officer
TERMS AND CONDITIONS
1. Defined Terms. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Plan. In addition, for purposes
of this Certificate:
(i)Total Shareholder Return means the cumulative total shareholder return
on a hypothetical $100 investment in Per-Se common stock over the Performance
Period, assuming reinvestment of all dividends.
(ii)Performance Period means the three fiscal years of the Company ending
on December 31, 2008.
2. Vesting of Units. The Units have been credited to a bookkeeping account on
behalf of Grantee. The Units will be earned, vest and become non-forfeitable in
whole, in part, or not at all, as provided on Exhibit A attached hereto, on the
earliest to occur of the following (in any such case, the "Vesting Date"):
(a) January 1, 2009, or
(b) the termination of Grantee's employment from the Company or any
Affiliate due to death or Disability, or
(c) the occurrence of a Change in Control, or
(e) any earlier date as may be set forth in an employment agreement,
change in control agreement or similar agreement in effect from time
to time between the Company or an Affiliate and Grantee (a "Grantee
Employment Agreement").
If Grantee's employment terminates prior to the Vesting Date for any reason
other than Grantee's death or Disability or unless otherwise specified in
Grantee's Employment Agreement, if any, Grantee shall forfeit all right, title
and interest in and to the Units as of the date of such termination and the
Units will be reconveyed to the Company without further consideration or any act
or action by Grantee. In addition, any Units that fail to vest in accordance
with the terms of this Certificate will be forfeited and reconveyed to the
Company without further consideration or any act or action by Grantee.
3. Conversion to Shares. The Units that vest will be converted to actual Shares
(one Share per vested Unit) as soon as practicable after the Committee's
certification of the Company's achievement over the Performance Period of the
Total Shareholder Return goals set forth on Exhibit A (the "Conversion Date").
Shares will be registered on the books of the Company in Grantee's name as of
the Conversion Date and delivered to Grantee as soon as practical thereafter, in
certificated or uncertificated form.
4. Dividend Equivalents. If and when cash dividends or other cash distributions
are paid with respect to the Shares while the Units are outstanding, the dollar
amount of such dividends or distributions with respect to the number of Shares
then underlying the Units will be credited by the Company to an account for
Grantee, and shall be accumulated without interest ("Dividend Equivalents")
until the Conversion Date. Dividend Equivalents credited to Grantee's account
with respect to earned and vested Units shall be distributed to Grantee in cash
on the Conversion Date for such Units. Grantee shall have no right to Dividend
Equivalents accumulated with respect to Units that are forfeited, and any such
unearned Dividend Equivalents will be reconveyed to the Company without further
consideration or any act or action by Grantee.
5. Restrictions on Transfer and Pledge. No right or interest of Grantee in the
Units or in any Dividend Equivalents may be pledged, encumbered, or hypothecated
or be made subject to any lien, obligation, or liability of Grantee to any other
party other than the Company or an Affiliate. Neither the Units nor any
accumulated Dividend Equivalents may be sold, assigned, transferred or otherwise
disposed of by Grantee other than by will or the laws of descent and
distribution.
6. Limitation of Rights. The Units do not confer to Grantee or Grantee's
Beneficiary, executors or administrators any rights of a stockholder of the
Company unless and until Shares are in fact issued to such person in connection
with the Units. Nothing in this Certificate shall interfere with or limit in any
way the right of the Company or any Affiliate to terminate Grantee's employment
at any time, nor confer upon Grantee any right to continue in employment of the
Company or any Affiliate.
7. Payment of Taxes. The Company or any Affiliate employing Grantee has the
authority and the right to deduct or withhold, or require Grantee to remit to
the employer, an amount sufficient to satisfy federal, state, and local taxes
(including Grantee's FICA obligation) required by law to be withheld with
respect to any taxable event arising as a result of the vesting or settlement of
the Units or Dividend Equivalents. The withholding requirement may be satisfied,
in whole or in part, at the election of the Company's corporate secretary (the
"Secretary"), by withholding from the settlement of the Units Shares having a
fair market value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Secretary establishes. The obligations of
the Company under this Certificate will be conditional on such payment or
arrangements, and the Company, and, where applicable, its Affiliates will, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to Grantee.
8. Restrictions on Issuance of Shares. If at any time the Committee shall
determine in its discretion, that registration, listing or qualification of the
Shares underlying the Units upon any securities exchange or similar
self-regulatory organization or under any foreign, federal, or local law or
practice, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to the settlement of the Units, the Units
will not be converted to Shares in whole or in part unless and until such
registration, listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
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9. Plan Controls. The terms contained in the Plan shall be and are hereby
incorporated into and made a part of this Certificate and this Certificate shall
be governed by and construed in accordance with the Plan. Without limiting the
foregoing, the terms and conditions of the Units, including the number of shares
and the class or series of capital stock which may be delivered upon settlement
of the Units, are subject to adjustment as provided in Article 10 of the Plan.
In the event of any actual or alleged conflict between the provisions of the
Plan and the provisions of this Certificate, the provisions of the Plan shall be
controlling and determinative. Any conflict between this Certificate and the
terms of a written employment agreement with Grantee that has been approved,
ratified or confirmed by the Board of Directors of the Company or the Committee
shall be decided in favor of the provisions of such employment agreement.
10. Notice. Notices and communications hereunder must be in writing and either
personally delivered or sent by registered or certified United States mail,
return receipt requested, postage prepaid. Notices to the Company must be
addressed to Per-Se Technologies, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇; Attn: Secretary, or any other address designated by
the Company in a written notice to Grantee. Notices to Grantee will be directed
to the address of Grantee then currently on file with the Company, or at any
other address given by Grantee in a written notice to the Company.
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EXHIBIT A
Except as set forth below in the case of an early vesting event, the Units will
be earned and will become fully vested, in whole or in part, on January 1, 2009,
based on the Company's attainment of Total Shareholder Return (TSR) targets
relative to the Nasdaq Composite Index for the three fiscal years ending
December 31, 2008 (the "Performance Period"), as follows:
PER-SE'S TSR AS A % OF NASDAQ COMPOSITE TSR PERCENT OF TARGET AWARD EARNED AND VESTED*
------------------------------------------- ------------------------------------------
150% or more 200%
140% 175%
130% 150%
120% 125%
110% 100%
100% 75%
95% 50%
90% 25%
85% or less 0%
* Straight-interpolation is used to determine the percent of the Target
Award earned and vested when actual performance is between two designated
points.
EARLY VESTING EVENTS
Notwithstanding the foregoing, if prior to January 1, 2009, Grantee's employment
is terminated by reason of his or her death or Disability, or if there occurs an
earlier vesting event as specified in Grantee's Employment Agreement, if any,
then the Units will become fully vested and nonforfeitable as of the date of
such event, but conversion of the Units to Common Stock will not occur until the
normal Conversion Date, and will be based on actual performance through the
Performance Period.
In addition, and notwithstanding anything to the contrary in Section 14.7 of the
Plan, if prior to January 1, 2009, a Change in Control of the Company occurs,
then the Units will become fully vested and nonforfeitable, and the conversion
of the Units to Common Stock will occur as of the effective date of such event,
based on the higher of (i) actual attainment of the TSR targets as of such date
or (ii) assumed attainment of the TSR at "target" level (i.e., Per-se's TSR will
be deemed to be 110% of the Nasdaq Composite TSR, resulting in a 100% payout of
the Target Award).
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