EXHIBIT 99.2
PER-SE TECHNOLOGIES, INC.
RESTRICTED STOCK UNIT AGREEMENT
Non-transferable
GRANT TO
____________________________
("Grantee")
by Per-Se Technologies, Inc. (the "Company") of _______ Restricted Stock Units
(the "Units") convertible into 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 pages of this Award Certificate (this
"Certificate").
Unless vesting is accelerated as provided in Section 2 of the Terms and
Conditions or otherwise in the discretion of the Committee, the Units shall vest
(become non-forfeitable) 100% on the third anniversary of the Grant Date,
provided Grantee remains continuously employed by the Company during the vesting
period.
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: May 25, 2006
By: Accepted by Grantee:
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Its: Authorized Officer
TERMS AND CONDITIONS
1. Grant of Units. The Company hereby grants to the Grantee named on page 1
hereof, subject to the restrictions and the terms and conditions set forth in
the Plan and in this Certificate, the number of Units indicated on page 1 hereof
which represent the right to receive an equal number of Shares on the terms set
forth in this Certificate. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Plan.
2. Vesting of Units. The Units have been credited to a bookkeeping account on
behalf of Grantee. The Units will vest and become non-forfeitable on the
earliest to occur of the following (the "Vesting Date"):
(a) the three-year anniversary of the Grant Date, provided Grantee's
employment has not terminated prior to such date, 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, if the Units are not assumed by
the Surviving Entity or otherwise equitably converted or substituted in
connection with the Change in Control, or
(d) the termination of Grantee's employment from the Company or any
Affiliate within two years after a Change in Control, if the Units are
assumed by the Surviving Entity or otherwise equitably converted or
substituted in connection with the 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 as described in (b) or (d) above 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. For purpose of Section 409A of the Code, any reference
herein to Grantee's "termination of employment" shall be interpreted to mean
Grantee's "separation from service" as defined in Code Section 409A and Treasury
regulations and guidance with respect to such law.
3. Conversion to Shares. Unless the Units are forfeited prior to the Vesting
Date as provided in Section 2 above, the Units will be converted to Shares on
the later of (i) the Vesting Date, or (ii) if required by Code Section 409A and
Treasury regulations and guidance with respect to such law, the six-month
anniversary of Grantee's separation from service (the "Conversion Date"). Shares
of Stock 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,
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qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.
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 15 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., 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000; 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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