Exhibit 10.5
JOHN H. HARLAND COMPANY
2002 Stock Option Plan
Restricted Stock Agreement
This Restricted Stock Agreement evidences the grant by John H. Harland
Company (the "Company") of restricted shares of Common Stock of the Company
("Restricted Stock") to the employee named below ("Employee") pursuant to
Section 8 of the Company's 2002 Stock Option Plan (the "Plan"). All of the
terms, conditions and definitions set forth in the Plan are incorporated herein,
and the grant of the Restricted Stock is subject to all of the terms and
conditions set forth in the Plan and in this Agreement.
Terms and Conditions
1. Name of Employee: Timothy C. Tuff
2. Grant Date. The Grant Date is August 2, 2005.
3. Number of Shares. The Restricted Stock grant is 16,900 shares.
4. Voting Rights and Dividends. Employee shall have all shareholder voting
rights with respect to the Restricted Stock. Upon vesting of the
Restricted Stock (or any portion thereof) Employee shall have the right
to receive an amount equal to the cumulative dividends on the vested
Restricted Stock paid by the Company for the calendar years 2005, 2006
and 2007. Such amount may be paid in cash or in such number of shares
of Common Stock equal to such cash amount, valued on the basis of the
closing price of such Common Stock on the date of vesting.
5. Holding, Vesting and Transfer of Stock. The Company shall issue the
--------------------------------------- Restricted Stock in the
name of Employee subject to the condition that the Company will hold
same until the Restricted Stock vests. Unless Employee forfeits
the Restricted Stock pursuant to Section 6, the Restricted Stock
(or the applicable portion thereof) shall vest as of the date on
which the Company's earnings per share for calendar year 2007 have
been finally determined by management. Such vesting shall be based
on the cumulative, fully diluted earnings per share of the Company
for the years 2005-2007, as more fully described in the Program
Design Specifications relating to the Restricted Stock and Exhibit 1
attached thereto, which are incorporated herein by reference, and
shall be subject to the Threshold and Maximum performance limitations
set forth therein. Employee shall have no right to transfer or
otherwise alienate or assign Employee's interest in any shares of
Restricted Stock, except through the laws of descent and
distribution, before physical custody is transferred by the Company to
Employee.
6. Forfeiture Restriction. Employee shall completely forfeit any interest
in the Restricted Stock (and shall receive no consideration from the
Company on account of such forfeiture) if Employee voluntarily
terminates his employment with the Company. However, the Restricted
Stock shall vest 100% upon (a) the occurrence of a Change in Control,
(b) the Company's termination of Employee's employment without Cause,
(c) Employee's termination of employment for Good Reason, or (d)
termination of employment by reason of Employee's death or disability
on or before December 31, 2009. Capitalized terms in the previous
sentence shall have the meanings set forth in the April 21, 2005
Employment Letter Agreement between the Company and Employee.
7. Withholding. The Company shall have the right to reduce the number of
shares of Common Stock transferred to Employee in order to satisfy
applicable federal, state and other withholding requirements, or to
take any other action the Committee acting in its sole discretion deems
applicable to the Restricted Stock.
8. Employment and Termination. Nothing in this Agreement shall give
Employee the right to continue in employment by the Company or limit
the right of the Company to terminate Employee's employment with or
without cause at any time.
9. Miscellaneous. This Agreement shall be governed by the laws of the
State of Georgia.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.
John H. Harland Company
By:
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Employee