REYNOLDS & REYNOLDS CO
EXHIBIT 10(III)(A)
<DOCUMENT>
<TYPE>EX-10.III.A
<SEQUENCE>3
<FILENAME>l05593aexv10wiiiwa.txt
<DESCRIPTION>EXHIBIT 10(III)(A)
<TEXT>
<PAGE>

                               EXHIBIT 10(iii)(a)

                           CHANGE IN CONTROL AGREEMENT

         This CHANGE IN CONTROL AGREEMENT ("Agreement") is made and entered into
the 15th day of December, 2000, as amended and restated as of the 1st day of
December, 2001, as further amended by Amendment No. 1 to Agreement as of the 7th
day of May, 2002, and as amended and restated as of November 11, 2003 by and
between THE REYNOLDS AND REYNOLDS COMPANY, a corporation existing under the laws
of the State of Ohio (hereinafter referred to as the "Employer"), and Douglas M.
Ventura (hereinafter referred to as "Employee").

                                   WITNESSETH:

                  WHEREAS, Employee is currently an employee of the Employer;
and

                  WHEREAS, the Employer considers Employee a key member of the
management team of the Employer and recognizes that a major change in the
control of the Employer would be of significant concern to Employee; and

                  WHEREAS, the parties hereto desire to set forth their mutual
agreement regarding the terms of Employee's employment under certain specified
circumstances in order to foster and encourage continued attention and
dedication to Employee's assigned duties in the event of such circumstances;

                  NOW, THEREFORE, in consideration of the foregoing premises,
Employee's continued employment for any period after execution of this
Agreement, and the mutual promises set forth herein, the parties hereby agree as
follows:

1.       DEFINITIONS.

         For purposes of this Agreement:

         (a)      "Base Compensation" shall mean the then-current annual base
salary (exclusive of Bonuses) of Employee, as the same may be fixed from time to
time by the Board of Directors or its Compensation Committee or, if applicable,
by the appropriate executive officer of Employer.

         (b)      "Bonuses" shall mean bonus payments earned by Employee under
Employer's incentive compensation plans and under any future bonus or incentive
compensation plans of Employer for its executive officers in which Employee
participates.

         (c)      "Change in Control" shall mean the occurrence of any of the
following events:

                  (i)      Any "person," as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (other than Richard H. Grant, Jr., his children or his grandchildren,
Employer, any trustee or other fiduciary holding securities under an employee
benefit plan of Employer or any company owned, directly or indirectly, by the
shareholders of Employer in substantially the same proportions as their
ownership of stock of Employer), who is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Employer representing twenty percent (20%) or more of the combined
voting power of Employer's then outstanding securities;

                  (ii)     during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who has entered into
an agreement with Employer to effect a transaction described in clause (i),
(iii) or (iv) of this Section) whose election by Employer's shareholders was
approved by a vote of at least two-thirds (2/3) of the directors at the
beginning of the period or whose election or nomination for election was
previously so approved cease for any reason to constitute at least a majority
thereof;

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                  (iii)    Employer is merged or consolidated with another
corporation and as a result of such merger or consolidation less than 50% of the
outstanding voting securities of the surviving or resulting corporation are
owned in the aggregate by the former shareholders of Employer, as the same shall
have existed immediately prior to such merger or consolidation;

                  (iv)     Employer is liquidated or dissolved, or there occurs
a sale or disposition of all or substantially all of Employer's assets.

         (d)      "Disability" shall mean the inability of Employee, because of
any mental or physical illness or incapacity, to perform substantially the
duties of his employment with the Employer as determined under the Employer's
long-term disability program.

         (e)      "Discharge For Cause" shall be construed to have occurred
whenever occasioned by (i) reason of felonious acts on the part of Employee,
(ii) actions by Employee involving serious moral turpitude, (iii) Employee's
misconduct in such manner as to bring substantial and material discredit upon
Employer, (iv) Employee's breach of the non-competition provisions of the
Officer Agreement executed by Employee as of October 8, 2002 (the "Officer
Agreement") which agreement is incorporated herein by reference, or (v)
Employee's breach of the confidentiality provisions of the Officer Agreement
which is reasonably determined by the Board of Directors to cause material harm
to Employer, and following the giving of thirty (30) days' written notice to
Employee specifying the respect in which Employer claims Employee has violated
this provision and the failure, inability or unwillingness of Employee to remedy
the situation to the satisfaction of Employer within said thirty-day period. In
establishing whether a Discharge For Cause shall have occurred, the standard for
judgment shall be the level of conduct by Employee and by other comparably
situated executive officers prior to the alleged improper activity of Employee
for which the Discharge For Cause has been made.

         (f)      "Restricted Business" means: the provision of (i) information
technology (including customer relationship management and web services)
solutions or related services (including consulting, training,
networking/communication and support services), or (ii) forms or other
consumables to entities that are engaged in the manufacture, distribution, sale
(retail or wholesale), short-term rental, extended-term lease or general or
special service or repair of new or used automobiles, pickups, trucks, vans,
motorcycles, recreational vehicles or other vehicles (including fleets) or the
installation, repair, sale or distribution of parts or accessories for new or
used automobiles, pickups, trucks, vans, motorcycles, recreational vehicles or
other vehicles, or boats.

         (g)      "Competing with Employer" means if Employee: (i) calls on,
solicits, takes away, accepts or attempts to do business in the "Restricted
Business" (as defined in Section 1(f) of this Agreement) with any person or
entity that is presently a client or customer of Employer (or any of its related
or affiliated entities) or about which Employee learned or had access to
information of Employer of a confidential nature while an employee of Employer;
and/or (ii) enters into or attempts to enter into any business engaged in the
Restricted Business anywhere Employer does business (whether acting (alone or in
association) as an agent, representative, consultant, officer, director,
independent contractor, employee, owner, partner, limited partner, joint
venturer, investor, creditor, stockholder, or member); and/or (iii) hires or
attempts to hire for Employee's or another person's behalf, any employee who is
at the time of the hire or attempted hire an employee of Employer or any of its
related or affiliated entities.

         (h)      "Supplemental Plan" shall mean Employer's existing
Supplemental Retirement Plan as the same may be amended or replaced from time to
time.

2.       BENEFITS UPON A CHANGE OF CONTROL.

         (a)      After a Change in Control has occurred if such Change in
Control occurs within five (5) years of the original date of this Agreement: (i)
Employer shall not reduce Employee's Base Compensation below the amount of such
Base Compensation in effect immediately preceding the Change in Control without
Employee's written consent; (ii) Employer shall continue to provide Employee
with fringe benefits (including bonuses, vacation, health and disability
insurance, etc.) substantially equivalent to those of other similarly situated
executive officers of the Employer; (iii) Employee shall not be required by the
Employer to perform duties or services which differ significantly from those
performed by him prior to the Change in Control, or which are not ordinarily and

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generally performed by a similarly situated executive of a corporation; (iv)
the nature of the duties or services which the Employer requires him to perform
shall not necessitate absence overnight from his place of residence prior to the
Change in Control because of travel involving the business affairs of the
Employer for more than ninety (90) days during any period of twelve (12)
consecutive months.

         (b)      If the Employer terminates Employee's employment for any
reason other than a Discharge For Cause, or if Employee terminates his
employment with Employer for any of the reasons specified in Section 3(a) within
the twenty-four (24) month period following the date of a Change in Control,
provided that Employee delivers to Employer and does not rescind a waiver of
claims on a form provided by Employer that releases Employer, its employees,
officers, directors and related entities from any and all claims arising out of
or related to Employee's employment or termination of employment, Employee shall
be entitled to receive from Employer the following benefits:

                  (i)      A lump sum severance payment (the "Severance
Payment"), in cash, equal to two and ninety-nine one hundredths (2.99) times the
sum of the (i) higher of Employee's annual Base Compensation in effect
immediately prior to the occurrence of the event or circumstance upon which such
termination of employment is based or in effect immediately prior to the Change
in Control, and (ii) the average of Employee's Bonuses (excluding any
compensation attributable to stock options of any type granted by Employer and
any compensation determined by the Board of Directors to be a long-term
incentive arrangement) during the three (3) calendar years immediately preceding
the year in which the date of termination occurs.

                  (ii)     During the period expiring on the earlier of Employee
securing other employment or twenty-four (24) months from date of such
termination of employment, continued coverage under the Employer's sponsored
medical benefits program in existence on such date of termination, or, if such
continued coverage is barred, or otherwise at the option of Employer, Employer
shall provide substantially equivalent medical benefit coverage through the
purchase of insurance or otherwise.

                  (iii)    For purposes of determining Employee's benefits under
the Supplemental Plan, Employee shall receive credit toward his Years of Service
under the Supplemental Plan for the two (2) year period following his
termination of employment. In addition, with respect to the two (2) year period
following such termination of employment, Employee's Base Compensation shall be
deemed to be increased by the annual economic range adjustment for Employer's
salaried employees announced in October of each year (or, if there is no such
announced economic range adjustment in a given year, by an assumed five percent
(5%) increase for that year) in order to calculate his highest earnings during
five (5) consecutive years out of the last ten (10) years prior to retirement
under the Supplemental Plan.

                  (iv)     Employee shall be reimbursed for up to $20,000 for
outplacement fees if he chooses to seek other employment following his
termination of employment with Employer.

         (c)      If Employer terminates Employee's employment for any reason
other than a Discharge for Cause or if Employee terminates his employment with
Employer for any of the reasons specified in Section 3(a) within the twenty-four
(24) month period following the date of a Change in Control (provided such
Change in Control occurs on or prior to May 31, 2004), provided that Employee
delivers to Employer and does not rescind a waiver of claims on a form provided
by Employer that releases Employer, its employees, officers, directors and
related entities from any and all claims arising out of or related to Employee's
employment or termination of employment, Employer shall pay to Employee in
addition to the Severance Payment set forth in Section 3(b) a sum equal to (i)
the higher of Employee's annual Base Compensation in effect immediately prior to
the occurrence of the event or circumstance upon which such termination of
employment is based or in effect immediately prior to the Change in Control, and
(ii) the amount of Employee's Bonus (excluding any compensation attributable to
stock options of any type granted by Employer and any compensation determined by
the Board of Directors to be a long-term incentive arrangement) for the
preceding year in which his termination of employment occurs, payable in
twenty-four (24) equal installments commencing upon the first day of the month
following the date of payment to Employee of the Severance Payment.

         (d)      Notwithstanding anything to the contrary in this Section 3(d),
Employee shall not be entitled to any payments pursuant to Sections 3(b) and (c)
if Employee dies prior to making a claim for payment pursuant to

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Sections 3(b) and (c), or if the Employer terminates Employee's employment
because of a Discharge for Cause, because of Employee's Disability, or if
Employee voluntarily terminates his employment with the Employer for reasons
other than as set forth in Section 3(a).

         (e)      Employee shall not be required to mitigate damages with
respect to the amount of any payments provided for in Sections 3(b) and (c) by
seeking other employment or otherwise. Employee's sole remedy under this
Agreement for a breach by the Employer of Section 3(a) shall be to terminate
employment and receive any payments to which he is entitled under Sections 3(b)
and (c).

         (f)      Should Employee disagree that his termination was due to a
Discharge For Cause, the question shall, within thirty (30) days after the
termination of employment, be submitted to arbitration by three (3) arbitrators,
one of whom shall be selected by Employer, another of whom shall be selected by
Employee, and the third of whom shall be selected by the two arbitrators so
appointed. The arbitration shall take place in Dayton, Ohio in accordance with
the then rules of the American Arbitration Association. The decision of these
arbitrators on the question shall be final and conclusive upon Employer and upon
Employee and his wife or widow, personal representatives, designated
beneficiaries and heirs, and shall be enforceable in any court having competent
jurisdiction thereof. A termination which is eventually determined under
arbitration to have been a Discharge For Cause, or no arbitration having been
requested and the termination being one which Employer has determined was a
Discharge For Cause, shall extinguish any and all liability of Employer under
this Agreement from and after the date of the termination of employment.

         (g)      In the event that, following the creation of Employee's right
to receive the payments pursuant to Section 3(b) or (c) of this Agreement,
Employee incurs any costs or expenses, including attorneys' fees, in the
enforcement of rights under this Agreement or under any plan for the benefit of
employees of the Employer, including without limitation, the stock option plan,
pension plans, payroll-based stock ownership plan, tax deferred savings and
protection plan, bonus arrangements, supplemental pension plan, deferred
compensation agreements, incentive compensation plans, and life insurance and
compensation program, then, unless the Employer or the consolidated, surviving
or transferee entity in the event of a consolidation, merger or sale of assets,
is wholly successful in defending against the enforcement of such rights, the
Employer, or such consolidated, surviving or transferee entity, shall promptly
pay to Employee all such costs and expenses.

4.       NON-COMPETITION PROVISION

         In consideration of the benefit to be paid pursuant to Section 3(c),
the Employee shall not for a period equal to twenty-four (24) months from the
date payments thereunder commence and so long as such payments continue:

         (a)      directly or indirectly, on behalf of any business entity or
person engaged in, or controlled by a business entity or person engaging in, the
Restricted Business, call upon, solicit, take away, accept or attempt to do
business in the Restricted Business with any customer or prospective customer of
the Employer, regardless of where such customer or prospective customer is
located: (i) which Employee, during Employee's final twelve (12) months of
employment with Employer contacted (by letter, phone or in person); and/or (ii)
on account of which Employee, during the Employee's final twelve (12) months of
employment with Employer, received any commission or incentive payment from
Employer; and/or (iii) about which Employee learned or had access to information
of a confidential nature of Employer pertaining to such customer or prospective
customer during Employee's final twelve (12) months of employment with Employer;
and

         (b)      compete with Employer. For purposes of this Section 5(b),
"compete with Employer" shall be as defined in Section 1(g), except that
Employee will not be deemed to be competing with Employer solely as a result of
Employee's employment with any entity engaged in the Restricted Business
(excluding the "Named Companies" as defined below) whose aggregate sales for the
immediately preceding twelve (12) months exceeded $1,000,000,000 if (x) neither
Employee's stated nor actual employment activities involve Employee devoting a
material portion of his working time to such other employer's operations in the
Restricted Business, and (y) Employee provides written notice to Employer at
least thirty (30) days in advance of accepting such employment with such notice
to contain a detailed description of Employee's prospective duties. The "Named
Companies" are ADP, IBM, Cobalt Group, Siebel Systems, Teletech, Standard
Register, Relizon, and Moore Corporation (including successors and affiliates).

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         (c)      Employee agrees that this non-competition provision shall be
in addition to and not in lieu of any other non-competition or similar provision
to which Employee may then be bound, including but not limited to the Officer
Agreement. Employee agrees that the geographic restriction on Employee's ability
to complete with the Employer as set forth herein is reasonable and necessary to
prohibit Employee's business in the relevant market.

5.       INJUNCTIVE RELIEF

         Employee agrees that, in the event of a breach or threatened breach by
Employee of this Agreement, Employer's remedies at law would be inadequate, and
Employer shall be entitled to an injunction (without any bond or other security
being required), but nothing here shall be construed to preclude Employer from
pursuing any action or further remedy, at law or in equity, for any breach or
threatened breach including, but not limited to, the recovery of damages.
Employee further agrees that Employee will be responsible for attorneys' fees
and other legal expenses incurred by Employer or its successors and assigns to
enforce any of the covenants in this Agreement.

6.       UNFUNDED AGREEMENT

         The Employer's obligations under this Agreement are unfunded, but the
Employer reserves the right to provide for its liability under this Agreement in
any manner it deems advisable, including the purchasing of such assets as it may
deem necessary or proper. Any asset so purchased by the Employer shall be the
sole property of the Employer and shall not be deemed to provide funding of the
Employer's obligations under this Agreement. Any other provision in this
Agreement to the contrary notwithstanding, Employee shall be only an unsecured
general creditor of the Employer with respect to all payments to be made under
the terms of this Agreement and shall have no claim, equity, interest, or right
in or to any specific assets or funds of the Employer as security for said
payments.

7.       NON-ASSIGNABLE RIGHTS

         Employee shall not have the right to anticipate or commute with any
third party, or to sell, assign, transfer, or otherwise alienate or convey the
right to receive any payments hereunder, whether by his voluntary or involuntary
act, or by operation of law and, in particular, that any payments due hereunder
shall not be subject to attachment or garnishment or any other legal proceedings
by any creditor, or be in any way responsible for the debts or liabilities of
Employee. Should any attempt be made to reach any payments hereunder by other
than Employee, Employer shall make each payment as it becomes due to such person
or persons, for the sole benefit of Employee as Employer may deem expedient.

8.       FACILITY OF PAYMENT; LIMITATION

         (a)      In the event of a Disability of Employee after Employee is
entitled to payments hereunder, such payments as may thereafter be due shall be
paid to such person or persons for the benefit of Employee as Employer may deem
proper after reasonable investigation. In the event of Employee's death after he
is entitled to payments hereunder, the Employer shall pay such amounts as
thereafter are due to such beneficiary or beneficiaries as Employee shall have
designated in writing on Exhibit A attached hereto and made a part hereof, or
failing such writing, to his estate. No liability shall accrue to the Employer
for any alleged payment to an improper person or representative if so made after
such reasonable investigation and the Employer shall have no responsibility to
see to the proper application of such payments.

         (b)      Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by Employee in
connection with a Change in Control or the termination of Employee's employment
(whether pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with Employer, any person whose actions result in a Change in
Control or any person affiliated with Employer or such person)(all such payments
and benefits, including the Severance Payment, being hereinafter called "Total
Payments") would be subject (in whole or part), to an excise tax pursuant to
Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the
"Code") (such tax hereinafter referred to as the "Excise Tax"), then the
Severance Payment shall be reduced to the extent necessary so that no portion of
the Total Payments is subject to Excise Tax (after taking into account any
reduction in the Total Payments provided by reason of Section 280G of the Code
in such other plan, arrangement or agreement) if (A) the net amount of such

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Total Payments, as so reduced, (and after deduction of the net amount of
federal, state and local income tax on such Total Payments), is greater than (B)
the excess of (i) the net amount of such Total Payments, without reduction (but
after deduction of the net amount of federal, state and local income tax on such
Total Payments), over (ii) the amount of Excise Tax to which Employee would be
subject in respect of such Total Payments. For purposes of determining whether
and the extent to which the Total Payments will be subject to the Excise Tax,
(i) no portion of the Total Payments the receipt or enjoyment of which Employee
shall have effectively waived in writing prior to the date of this termination
of employment shall be taken into account, (ii) no portion of the Total Payments
shall be taken into account which in the opinion of tax counsel selected by
Employer does not constitute a "parachute payment" within the meaning of Section
280G(b)(2) of the Code, (including by reason of Section 280G(b)(4)(A) of the
Code) and, in calculating the Excise Tax, no portion of such Total Payment shall
be taken into account which constitutes reasonable compensation for services
actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in
excess of the base amount as defined in Section 280G(b)(3) of the Code allowable
to such reasonable compensation, and (iii) the value of any non-cash benefit or
any deferred payment or benefit included in the Total Payments shall be
determined by Employer in accordance with the principles of Sections 280G(d)(3)
and (4) of the Code. Prior to the fifth day following the date of Employee's
termination of employment, Employer shall provide Employee with its calculation
of the amounts referred to in this paragraph and such supporting materials as
are reasonably necessary for Employee to evaluate Employer's calculations. If
Employee objects to Employer's calculations, he shall notify Employer of his
objections within five (5) days after receipt of the calculation from Employer
and Employer shall pay to Employee such portion of the Total Payments (up to one
hundred percent (100%) thereof) as Employee determines is necessary to result in
Employee receiving the greater of clauses (A) and (B) of this paragraph.

9.       RESPONSIBILITY FOR LEGAL EFFECT

         Neither party hereto makes any representations or warranties, express
or implied, or assumes any responsibility concerning the legal, tax, or other
implications or effects of this Agreement. The Employer shall take all actions
required by law with respect to any payments due hereunder including but not
limited to, withholding of tax from such payments.

10.      INDEPENDENCE OF AGREEMENT; EMPLOYMENT TERMINATION

         This Agreement shall be independent of any other contract or agreement
that may exist between the parties hereto from time to time. This Agreement
shall not restrict the Employer's rights to terminate Employee's employment with
the Employer nor Employee's rights to terminate employment with the Employer;
provided, however, that the Employer shall not terminate Employee's employment
prior to a Change in Control solely to avoid its obligations under this
Agreement. No Change in Control shall occur without assumption of the Agreement
by the purchaser or payment by purchaser or Employer of the sums set forth in
Section 2(b).

11.      SECTION HEADINGS

         The Section headings used in this Agreement are for convenience of
reference only and shall not be considered in construing this Agreement.

12.      NOTICES

         Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and if personally delivered or sent by
certified or registered mail to his residence as last shown on the employment
records of the Employer in the case of Employee, or to the corporate
headquarters to the attention of the President in the case of the Employer.

13.      NON-WAIVER

         The waiver by the Employer or Employee of a breach of any provision of
this Agreement by Employee or the Employer shall not operate or be construed as
a waiver of any subsequent breach by Employee or the Employer of the same or any
other provision hereof.

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14.      ENTIRE AGREEMENT; AMENDMENT

         This Agreement and the documents incorporated by reference herein
represent the entire understanding of the parties with respect to the subject
matter hereof and supersedes all previous understandings, written or oral. Any
amendment to this Agreement shall be executed in writing with the same formality
as this Agreement.

15.      BINDING EFFECT

         This Agreement shall be binding upon Employee and the Employee's heirs,
executors, administrators, successors and assigns and upon the Employer and its
successors and assigns.

16.      GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.

17.      SEVERABILITY.

         Each provision of the Agreement is severable. Should any court or other
tribunal of competent jurisdiction declare any provision(s) of the Agreement
invalid or unenforceable by reason of any rule of law or public policy, all
other provisions hereof shall remain in full force and effect. Employee hereby
authorizes any court or other tribunal of competent jurisdiction to modify any
provision(s) held to be invalid or unenforceable to the extent permissible and
to then enforce the provision(s) as modified.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of November 11, 2003.

                                    THE REYNOLDS AND REYNOLDS COMPANY

                                    By /s/ LLOYD G. WATERHOUSE
                                       ----------------------------------------
                                           Lloyd G. Waterhouse
                                           CEO, Chairman and President

                                       /s/ DOUGLAS M. VENTURA
                                       ----------------------------------------
                                           Douglas M. Ventura

CinLibrary/1314500.3

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