JACK HENRY & ASSOCIATES, INC.
RESTRICTED STOCK PLAN
Adopted by the Stockholders and Amended by the Board of Directors November 1, 2005
1. Purpose of the Plan. The Jack Henry & Associates, Inc. Restricted Stock Plan ("Plan") is intended to provide
Jack Henry & Associates, Inc. (the "Corporation") with a means to assist in the recruiting, retaining and
rewarding of employees and members of the Board of Directors and to motivate such individuals to exert their
best efforts on behalf of the Corporation by providing incentives through the granting of shares of stock.
2. Definitions. The following terms shall have the following meanings:
a. "Act" means the Securities Exchange Act of 1934, as amended, or any successor thereto.
b. "Award" means any grant of restricted stock under the Plan.
c. "Award Agreement" means an agreement entered into between the Corporation and a Participant, as such
agreement may be amended from time to time, setting forth the terms and provisions applicable to any Award.
d. "Board" means the Board of Directors of the Corporation.
e. "Change in Control" means (i) the purchase or other acquisition by any person, entity or group of persons,
within the meaning of Section 13(d) or 14(d) of the Act (excluding, for this purpose, the Corporation or its
subsidiaries or any employee benefit plan or related trust of the Corporation or its subsidiaries), of beneficial
ownership, within the meaning of Rule 13d-3 promulgated under the Act, of 20% or more of the combined voting
power of the Corporation's then-outstanding voting securities entitled to vote generally in the election of directors
in any transaction or series of transactions; (ii) when individuals who, as of the date hereof, constituting the Board
("Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person
who becomes a director subsequent to the date hereof whose election, or nomination for election by the
Corporation's shareholders, was approved