X0202 4 2005-06-30 0 0001109190 EFUNDS CORP EFD 0001183801 WALSH PAUL 8501 N. SCOTTSDALE ROAD SUITE 300 SCOTTSDALE AZ 85253 1 1 0 0 CEO Common Stock (42358.00) 2005-06-30 5 A 0 E 67.4513 15.2915 A 42425.4513 D Restricted Stock Units (17693.00) 17693 D Restricted Stock Units (52576.00) 52576 D Restricted Stock Units (23868.00) 23868 D Restricted Stock Units (19334.00) 19334 D Option (right to buy) 484692.00 Common Stock 484692 484692 D Option (right to buy) 177000.00 Common Stock 177000 177000 D Includes 67.4513 shares purchased pursuant to the Employee Stock Purchase Plan. Restricted Stock Rights (53,079) were granted on September 16, 2002. The rights will generally vest and be converted into shares of common stock in three equal installments on the three succeeding anniversaries of the date of grant if the holder continues in the employ of the Company through the applicable vesting date. The vesting of the rights is subject to acceleration if (i) the Company terminates the holder's services without cause or by reason of the death or disability of the holder, (ii) the holder resigns for good reason or (iii) there is a change in control of the Company (each of such events being herein referred to as an "Acceleration Event"). Restricted Stock Rights (52,576) were granted on November 3, 2004. 50% of the rights will vest on the fifth anniversary of the grant date and 12-1/2% shall vest on each of the sixth, seventh, eight and ninth anniversaries of the grant date if the holder continues in the employ of the Company through the applicable vesting date. The vesting of the rights is subject to acceleration if the holder is terminated without "cause" or resigns for "good reason" following a change in control of the Company. Any vested rights shall be converted into shares of the Company's common stock six months after the termination of the holder's employment with the Company. Restricted Stock Rights (23,868) were granted on January 13, 2005. The rights will generally vest and be converted into shares of common stock in three equal installments on February 19th in each of the three succeeding years following the date of grant if the holder continues in the employ of the Company through the applicable vesting date. The rights will vest in their entirety in the event the holder dies, becomes disabled or if there is a change in control of the Company. If the employment of the holder is terminated without cause or the holder resigns for good reason or retires, the vesting of any portion of the rights that was scheduled to vest on or before the second anniversary of the date of termination of the holder's employment will be accelerated. Restricted Stock Rights (29,000) were granted on February 19, 2004. The rights will generally vest and be converted into shares of common stock in three equal installments on the three succeeding anniversaries of the date of grant if the holder continues in the employ of the Company through the applicable vesting date. The vesting of the rights is subject to acceleration upon the approved retirement of the holder, the death or disability of the holder and any change in control of the Company. Options were granted under the Company's Stock Incentive Plan on September 16, 2002 (307,692 shares @ $9.42 per share) and February 19, 2004 (177,000 shares @ $16.27 per share). The options have a term of ten years from the date of grant. One-third of each option vests on each of the three succeeding anniversaties of the date of grant if the holder continues in the employ of the Company through the applicable vesting date. The vesting of the options is subject to acceleration upon the occurrence of an Acceleration Event. Options were granted under the Company's Stock Incentive Plan on January 13, 2005 (177,000 shares @ $21.38 per share). The options have a term of ten years from the date of grant. One-third of each option vests on each of the three succeeding anniversaties of the date of grant if the holder continues in the employ of the Company through the applicable vesting date. The options will vest in their entirety in the event the holder dies, becomes disabled or if there is a change in control of the Company. If the employment of the holder is terminated without cause or the holder resigns for good reason or retires, the vesting of any portion of the options that was scheduled to vest on or before the second anniversary of the date of termination of the holder's employment will be accelerated. Paul F. Walsh by Steven F. Coleman /s/ Steven F. Coleman 2005-07-05