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Exhibit 10.5  


 
 

EMPLOYMENT AGREEMENT    
    


        THIS AGREEMENT ("Agreement"), dated as of the Effective Date, between BancTec, Inc., a Delaware corporation
(the "Company"), and Lin M. Held (the "Executive" or
"you"). 


W I T N E S S E T H:  


        WHEREAS, the Company desires to continue to retain the services of the Executive as Senior Vice President and the Executive desires to provide services in such
capacity to the Company, upon the terms and subject to the conditions hereinafter set forth; and 


        WHEREAS,
the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") has approved the terms of this
Agreement; and 


        NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as
follows: 


	I.
	Employment Term. Subject to the provisions of Section IV of this Agreement, the Company hereby agrees to employ the Executive,
and the Executive hereby agrees to be employed by the Company, as Senior Vice President of the Company for a period commencing on the Effective Date (as hereinafter defined) through the first
anniversary date of the Effective Date (the "Initial Term"); provided that the term will be renewed for successive one-year periods (each, a
"Renewal Term" and together with the Initial Term, the "Employment Term") unless either party gives
written notice to the other of its intent not to renew at least sixty (60) days prior to the expiration of the Initial Term or Renewal Term then in effect, as applicable, on the terms and
subject to the conditions set forth in this Agreement. As used herein, the term "Effective Date" shall mean the date upon which the consummation of, and receipt of proceeds from, the Company's
offering of Common Stock shall have occurred pursuant to that certain Preliminary Offering Memorandum of the Company, dated on or about May 30, 2007 and the Final Offering Memorandum to be
dated in June 2007, pursuant to which Friedman, Billings, Ramsey & Co., Inc. is acting as placement agent (the "Offering").



	II.
	Duties and Extent of Services.



	A.
	During
the Employment Term, the Executive shall serve as Senior Vice President of the Company, reporting to the Chief Executive Officer of the Company (the
"Chief Executive Officer") and, in such capacity, shall render such executive, managerial, administrative or other services as customarily are
associated with and incident to such position, and as the Company may, from time to time, reasonably require consistent with such position.



	B.
	The
Executive shall also hold such other positions and executive offices of the Company and/or of any of the Company's subsidiaries or affiliates as may from time to time be agreed by
the Executive or assigned by the Chief Executive Officer, provided that each such position shall be commensurate with the Executive's position as Senior Vice President. The Executive shall not be
entitled to any compensation other than the compensation provided for herein for serving during the Employment Term in any other office or position of the Company or any of its subsidiaries or
affiliates, unless the Board or the appropriate committee thereof shall specifically approve such additional compensation. 










 



	C.
	The
Executive shall be a full-time employee of the Company and shall exclusively devote all business time and efforts faithfully and competently to the Company and shall
diligently perform to the best of his or her ability all of the required duties as Senior Vice President, and in the other positions or offices of the Company or its subsidiaries or affiliates
assigned hereunder. Notwithstanding the foregoing provisions of this Section, the Executive may serve as a non-management director of such business corporations (or in a like capacity in
other for-profit organizations) as the Chief Executive Officer or the Board may approve, such approval not to be unreasonably withheld, as well as any
not-for-profit organizations as the Executive may deem appropriate.






	III.
	Compensation.



	A.
	Base Salary. During the Employment Term, the Company shall pay the Executive a base salary at the annual rate of $265,000
("Base Salary"), payable in regular installments in accordance with the Company's customary payment practices. The Base Salary shall be subject to
annual review by the Board or the Compensation Committee (or similar committee) of the Company whereupon the Base Salary may be increased (but not decreased) at their sole discretion.



	B.
	Annual Incentive Bonus Compensation. The Executive shall be entitled to participate in the annual Profit Share Plan (the
"Bonus Plan") at a target level that shall not be less than 100% of Base Salary. All such opportunities shall be subject to the terms and conditions of
the Bonus Plan, which are incorporated herein by reference.



	C.
	Benefits. During the Employment Term, the Executive shall be entitled to participate in the Company's employee benefit plans, including
life insurance, medical, health and accident, disability, and vacation plans (but no less than five (5) weeks vacation per year) as in effect from time to time (collectively
"Employee Benefits"), on the same basis as those benefits are generally made available to other senior executives of the Company. The Executive
acknowledges that participation in such plans may result in the receipt of additional taxable income.



	D.
	Expenses. The Company agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other
business out-of-pocket expenses incurred or expended in connection with the performance of duties hereunder in accordance with Company policies.



	E.
	Equity Offering. Concurrently with the consummation of the Offering, all of the unvested stock options currently held by the Executive
under the Company's 2000 Stock Plan will be cashed out pursuant to the terms of such plan and the Executive's stock option agreement thereunder and will be payable thirty (30) days following
the closing of the Offering and the receipt by the Company of the proceeds therefrom. In the event that the Offering is successfully completed at no less than $9.50 per share for 100% of the
40,500,000 shares being offered, the Executive will also be entitled to the Sale Bonus (as set forth in that certain letter agreement, dated as of April 18, 2007, by and between the Company and
the Executive), which shall be payable thirty (30) days following the closing of the Offering and the receipt by the Company of the proceeds therefrom. The Executive shall further be entitled
to receive a discretionary bonus in connection with the closing of the offering; provided, however, such
discretionary bonus shall be payable at the sole and absolute discretion of the Company's Chairman and Chief Executive Officer.



	F.
	2007 Equity Incentive Plan. Within thirty (30) days of the consummation of the Offering, the Executive will be eligible to
participate in the 2007 Equity Incentive Plan. The Executive will receive an initial grant of 175,000 options under the 2007 Equity Incentive Plan. 





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	IV.
	Termination.



	A.
	Termination for Cause/Resignation without Good Reason. In the event the Company terminates the Executive's employment for Cause (as
defined below), or the Executive resigns from the Company without Good Reason (as defined below), the Executive shall only be entitled to receive (i) any accrued but unpaid salary and other
amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive's termination of employment; (ii) bonus compensation earned but not paid under
Section III.B. hereof that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan; (iii) any accrued and unused
vacation pay; (iv) reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with Company policy prior to the date of the Executive's termination;
and (v) such Employee Benefits, if any, as to which the Executive (or his dependents or beneficiaries, as applicable) may be entitled under the employee benefit plans of the Company or its
affiliates pursuant to the terms of such plans (the amounts described in clauses (i) through (v) hereof being referred to as the "Accrued
Rights").



	1.
	For
purposes of this Agreement, "Cause" means:



	a.
	a
material breach of, or the willful failure or refusal by the Executive to perform and discharge duties or obligations the Executive has agreed to perform or assume under this
Agreement (other than by reason of permanent disability or death);



	b.
	the
Executive's failure to follow a lawful directive of the Chief Executive Officer or the Board that is within the scope of the Executive's duties for a period of ten
(10) business days after notice from Chief Executive Officer or the Board specifying the performance required;



	c.
	any
material violation by the Executive of a policy contained in the Code of Conduct of the Company or similar publication;



	d.
	drug
or alcohol abuse by the Executive that materially affects the Executive's performance of the Executive's duties under this Agreement; or



	e.
	conviction
of, or the entry of a plea of guilty or nolo contendere by the Executive for, any felony or other crime involving moral
turpitude.






	2.
	For
purposes of this Agreement, "Good Reason" means, without the Executive's express written consent:



	a.
	a
reduction in the Executive's Base Salary or target bonus percentage under the Bonus Plan to less than 100% of Base Salary;



	b.
	any
change in the position, duties, responsibilities (including reporting responsibilities) or status of the Executive that is adverse to the Executive in any material respect with the
Executive's position, duties, responsibilities or status as of the Effective Date;



	c.
	a
requirement by the Company that the Executive be based in an office that is located more than fifty (50) miles from the Executive's principal place of employment as of the
Effective Date; or



	d.
	any
material failure on the part of the Company to comply with and satisfy the terms of this Agreement; 











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	provided, that a termination by the Executive with Good Reason shall be effective only if the Executive delivers to the
Company a notice of termination for Good Reason within ninety (90) days after the Executive first learns of the existence of the circumstances giving rise to Good Reason setting forth the basis
of such Good Reason termination and within thirty (30) days following delivery of such notice of termination for Good Reason, the Company has failed to cure the circumstances giving rise to
Good Reason to the reasonable satisfaction of the Executive.






	B.
	Termination without Cause/Resignation for Good Reason. If the Executive's employment is terminated by the Company without Cause
(including, without limitation, as a result of death or permanent disability) or if Executive resigns from the Company for Good Reason, Executive (or his dependents or beneficiaries, as applicable)
shall be entitled to receive:



	1.
	the
Accrued Rights;



	2.
	One
(1) year's base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company's customary payroll practice;
and



	3.
	the
right to participate at the Company's expense, for a period of eighteen (18) months from the date of termination, in the Company's Employee Benefits (other than vacation
rights); provided, however, that this right shall terminate upon the Executive's employment by a company
offering welfare benefits, whether or not the Executive elects to receive such benefits.






	

	For
purposes of this Section IV.B., the Company's failure to renew the term of Executive's employment by providing notice prior to the end of the Initial Term or
any Renewal Term (as set forth in Section I hereof) shall constitute a termination by the Company without Cause.



	

	For
purposes of this Agreement, "permanent disability" means any disability as defined under the Company's applicable
disability insurance policy or, if no such policy is available, any physical or mental disability or incapacity that renders the Executive incapable of performing the services required of the
Executive in accordance with the obligations under Section II hereof for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any
twelve-month period, such disability to be determined by two (2) physicians appointed by the Company and reasonably acceptable to the Executive or the Executive's legal representative.



	C.
	Change of Control Severance. Notwithstanding the foregoing, if the Executive's employment is terminated by the Company without Cause
(other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at
the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be
entitled to receive:



	1.
	the
Accrued Rights;



	2.
	a
pro rata portion (based on the number of days in the period beginning on the first day of the calendar year and ending on the date of termination) of the bonus under the Bonus Plan
the Executive would have received if he remained an employee of the Company through the end of the applicable calendar year, in a lump sum payment to be paid no later than two and one half (2.5)
months following the end of the calendar year to which such bonuses relate (the "Pro Rata Bonus"); 






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	3.
	One
(1) year's base salary and one times (1x) target bonus under the Bonus Plan on the termination date, to be paid in accordance with the Company's customary payroll practice;
and



	4.
	at
the Company's expense, the Employee Benefits for a period of eighteen (18) months from the date of termination (other than vacation rights);  provided, however, that this right shall terminate upon the Executive's employment by a company offering
welfare benefits, whether or not the Executive elects to receive such benefits.






	

	For
purposes of this Agreement, "Change of Control" shall have the same meaning as set forth in the BancTec, Inc.
2007 Equity Incentive Plan (the "Equity Plan"). For the avoidance of doubt, the benefits set forth in this Section IV.C. shall be in lieu of any
benefits set forth in Section IV.B. herein.



	D.
	Immediate Vesting of Equity Incentive Awards. Notwithstanding anything to the contrary contained in the Equity Plan or other similar
equity plan, if the Executive's employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good
Reason, all equity awards granted to the Executive during the Employment Term shall immediately vest and become immediately exercisable and shall be exercisable until the earlier to occur of
(i) the end of the award term as set forth in the applicable award agreement(s) or (ii) ninety (90) days after the termination date of the Executive's employment, after which all
such awards shall expire and be of no further force or effect. The vesting and exercisability provided for in the previous sentence shall be subject to all provisions relating to
post-employment exercises set forth in the applicable Equity Plan and award agreement(s).






	V.
	Certain Payments by the Company.



	A.
	In
the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to
the Executive by the Company or any affiliated company (collectively, the "Covered Payments"), are or become subject to the tax (the
"Excise Tax") imposed under Section 4999 of the Code, or any similar tax that may hereafter be imposed, the Company shall pay to the Executive at
the time specified in Section V.B. below an additional amount (the "Tax Reimbursement Payment") such that the net amount retained by the
Executive with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and any Federal, state and local income or employment tax and Excise Tax on the Tax
Reimbursement Payment provided for by this Section V, but before deduction for any Federal, state or local income or employment tax withholding on such Covered Payments, shall be equal to the
amount of the Covered Payments.



	B.
	For
purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Covered Payments will be treated as "parachute
payments" to the extent they exceed the "2.99 base amount threshold" within the meaning of Section 280G of the Code, and all "parachute payments" in excess of the "base amount" (as defined
under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of the Company's independent certified
public accountants appointed prior to the date of the change in ownership or control or tax counsel selected by such accountants (the "Accountants"),
the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute "parachute payments" or are otherwise not subject to such Excise Tax, and the
value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. 





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	C.
	For
purposes of determining the amount of the Tax Reimbursement Payment, the Executive shall be deemed to pay:



	1.
	Federal
income taxes at the highest applicable marginal rate of Federal income taxation applicable to individuals for the calendar year in which the Tax Reimbursement Payment is to be
made, and



	2.
	any
applicable state and local income or other employment taxes at the highest applicable marginal rate of taxation applicable to individuals for the calendar year in which the Tax
Reimbursement Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained by Executive from the deduction of such state or local taxes if paid in such year.






	D.
	In
the event that the Excise Tax is subsequently determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the
amount taken into account hereunder in calculating the Tax Reimbursement Payment made, the Executive shall repay to the Company, at the time of such determination, the portion of such prior Tax
Reimbursement Payment that would not have been paid if such reduced Excise Tax had been taken into account in initially calculating such Tax Reimbursement Payment, plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event any portion of the Tax Reimbursement Payment to be refunded to the Company has
been paid to any Federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to
the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the
course of action to be pursued (and the method of allocating the expenses thereof) if the Executive's good faith claim for refund or credit is denied.



	E.
	In
the event that the Excise Tax is later determined by the Accountants or pursuant to any proceeding or negotiations with the Internal Revenue Service to exceed the amount taken into
account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of any payment the existence or amount of which cannot be determined at the time of the
Tax Reimbursement Payment), the Company shall make an additional Tax Reimbursement Payment in respect of such excess (plus any interest or penalty payable with respect to such excess) at the time that
the amount of such excess is finally determined.



	F.
	The
Tax Reimbursement Payment (or portion thereof) provided for in Section V.B. above shall be paid to the Executive not later than ten (10) business days following the
payment of the Covered Payments; provided, however, that if the amount of such Tax Reimbursement Payment
(or portion thereof) cannot be finally determined on or before the date on which payment is due, the Company shall pay to the Executive by such date an amount estimated in good faith by the
Accountants to be the minimum amount of such Tax Reimbursement Payment and shall pay the remainder of such Tax Reimbursement Payment (together with interest at the rate provided in
Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined, but in no event later than forty-five (45) calendar days after payment of the related
Covered Payment. In the event that the amount of the estimated Tax Reimbursement Payment exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company
to the Executive, payable on the fifth business day after written demand by the Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). 



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	VI.
	Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this
Agreement will give rise to any adverse tax consequences to the Executive under Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including that issued after the date hereof (collectively, "Section 409A"). The Agreement shall be interpreted to that end and,
consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to
avoid the application of or excise tax under Section 409A. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax
consequences under that provision. The Company shall from time to time compile a list of "specified employees" as defined in, and pursuant to the Final Regulations under Section 409A or any
successor regulation. Notwithstanding any other provision herein, if the Executive is a specified employee on the date of termination, no payment of compensation under this Agreement shall be made to
the Executive during the period lasting six months from the date of termination unless the Company determines that there is no reasonable basis for believing that making such payment would cause the
Executive to suffer any adverse tax consequences pursuant to Section 409A of the Code. If any payment to the Executive is delayed pursuant to the foregoing sentence, such payment instead shall
be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall consult with Executive in good faith regarding
implementation of this Section VI; provided that neither the Company nor its employees or representatives shall have liability to the Executive
with respect thereto.



	VII.
	Release of Claims. As a condition precedent to the receipt of any severance, change of control, death or permanent disability payments
and benefits pursuant to this Agreement, the Executive, or, in the case of Executive's death or permanent disability that prevents the Executive from performing Executive's obligation under this
Section VII, Executive's personal representative, and Executive's beneficiary, if applicable, will execute an effective general release of claims against the Company and its subsidiaries and
affiliates and their respective directors, officers, employees, attorneys and agents; provided, however,
that such effective release will not affect any right that the Executive, or in the event of Executive's death, Executive's personal representative or beneficiary, otherwise has to any payment or
benefit provided for in this Agreement or to any vested benefits the Executive may have in any employee benefit plan of Company or any of its subsidiaries or affiliates, or any right the Executive has
under any other agreement between the Executive and the Company or any of its subsidiaries or affiliates that expressly states that the right survives the termination of the Executive's employment.



	VIII.
	Confidentiality; Ownership.



	A.
	During
the term of this Agreement, the Company may disclose to the Executive certain trade secrets, confidential or proprietary information and other knowledge, know-how,
information, documents or materials owned, developed or possessed by the Company (the "Protected Information") and the Executive agrees that Executive
shall forever keep secret and retain in strictest confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any manner, except in connection with the business of the
Company, its subsidiaries or affiliates and any other business or proposed business of the Company or any of its subsidiaries or affiliates, any of the Protected Information in contravention of any of
the policies or procedures of the Company or any of its subsidiaries or affiliates or otherwise inconsistent with the measures taken by the Company or any of its subsidiaries or affiliates to protect
their interests in any Protected Information. 





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	B.
	The
Executive agrees and acknowledges that the covenant against the unauthorized use of the Company's Protected Information, as set forth in this Section VIII, is essential to
the continued growth and stability of the Company's business and to the continuing viability of its endeavors.



	C.
	The
Executive acknowledges that all developments, including, without limitation, inventions (patentable or otherwise), discoveries, formulas, improvements, patents, trade secrets,
designs, reports, computer software, flow charts and diagrams, procedures, data, documentation, ideas and writings and applications thereof relating to any business or planned business of the Company
or any of its subsidiaries or affiliates that, alone or jointly with others, the Executive may conceive, create, make, develop, reduce to practice or acquire during the Executive's employment with the
Company or any of its subsidiaries or affiliates (collectively, the "Developments") are works made for hire and shall remain the sole and exclusive
property of the Company. The Executive hereby assigns to the Company, in consideration of the payments and benefits set forth herein hereof, all of Executive's right, title and interest in and to all
such Developments. The Executive shall promptly and fully disclose all future material Developments to the Board of Directors of the Company and, at any time upon request and at the expense of the
Company, shall execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, give evidence and take all other actions that are necessary or desirable in the
reasonable opinion of the Company to enable the Company to file and prosecute applications for and to acquire, maintain and enforce all letters patent and trademark registrations or copyrights
covering the Developments in all countries in which the same are deemed necessary by the Company. All memoranda, notes, lists, drawings, records, files, computer tapes, programs, software, source and
programming narratives and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the
business or planned business of the Company or any of its subsidiaries or affiliates shall be the property of the Company or such subsidiaries or affiliates and shall be delivered to the Company or
such subsidiaries or affiliates promptly upon the expiration or termination of the Employment Term.



	D.
	During
the Employment Term, the Company, its subsidiaries and affiliates shall have the exclusive right to use the Executive's name and image throughout the world in its advertising
and promotional materials in connection with the advertising and promotion of the Company, its subsidiaries and affiliates, and their products. Notwithstanding the foregoing, the Executive shall have
the right to allow use of Executive's name in connection with the promotion of any charitable organization or other interest of the Executive that does not conflict with any of such Executive's duties
hereunder. After the expiration of the Employment Term, the Company, it subsidiaries and affiliates shall have the non-exclusive right in perpetuity to use the Executive's name and image
throughout the world solely in connection with promotional materials related to the history of the Company, its subsidiaries and affiliates, and their products. The consideration for such rights is
the payments and benefits set forth herein. The rights conveyed hereby may be assigned by the Company, its subsidiaries or affiliates to a successor in the interest of the Company or the relevant
subsidiary or affiliate or their businesses or product lines.



	E.
	The
provisions of this Section VIII shall, without any limitation as to time, survive the expiration or termination of the Executive's employment hereunder, irrespective of the
reason for any termination. 



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	IX.
	Restrictive Covenants.



	A.
	During
the term of the Executive's employment with the Company and one (1) year thereafter commencing as of the effective date of termination of the Executive's employment with
the Company, the Executive shall not, directly or indirectly, without the prior written consent of the Company:



	1.
	directly
or indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away, or in any other manner persuade, or attempt to do any of the foregoing (each, a
"Solicitation"), any person who is an officer or employee of the Company or any of its subsidiaries or affiliates to accept employment with a third
party;



	2.
	engage
in a Solicitation with respect to any person who was, at any time within six (6) months prior to the Solicitation, an officer or employee of the Company to work for a
third party engaged, directly or indirectly, any business of the Company or any of its subsidiaries or affiliates (a "Restricted Business"), or



	3.
	directly
or indirectly solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, with (A) any actual or known prospective customer of
the Company to become a customer of any third party engaged in a Restricted Business or (B) any customer, vendor or supplier to cease doing business with the Company.






	B.
	The
Executive agrees and acknowledges that the non-solicitation covenant, as set forth in this Section IX, is essential to the continued growth and stability of the
Company's business and to the continuing viability of its endeavors and acknowledges that the Company would not retain the Executive's services or provide him with access to its Protected Information
without the covenants and promises contained herein. It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Section IX to be
reasonable and necessary for the purposes of preserving and protecting the Protected Information and other legitimate business interests of the Company; nevertheless, if any of the aforesaid
restrictions is found to be unreasonable or otherwise unenforceable, the Company and the Executive intend for the restrictions therein set forth to be modified so as to be reasonable and enforceable
and, as so modified, to be fully enforced.






	X.
	Equitable Relief. It is specifically understood and agreed that any breach by the Executive of the provisions of Sections VIII or IX
hereof and the obligations referred to therein is likely to result in irreparable injury to the Company, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition
to any other remedy it may have, the Company shall be entitled to enforce such obligations by the Executive through both temporary and permanent injunctive relief without the requirement of posting
bond, and through any other appropriate equitable relief, without the necessity of showing or proving actual damages.



	XI.
	Deductions and Withholding. The Executive agrees that the Company or its subsidiaries or affiliates, as applicable, shall withhold from
any and all compensation paid to and required to be paid to the Executive pursuant to this Agreement, all Federal, state, local and/or other taxes which the Company determines are required to be
withheld in accordance with applicable statutes or regulations from time to time in effect and all amounts required to be deducted in respect of the Executive's coverage under applicable employee
benefit plans.



	XII.
	Entire Agreement. This Agreement embodies the entire agreement of the parties with respect to the Executive's employment,
compensation, perquisites and related items and supersedes any other prior oral or written agreements, arrangements or understandings, between the Executive and the Company or any of its subsidiaries
or affiliates, and any such prior agreements, arrangements or understandings are hereby terminated and of no further effect. This Agreement may not be changed or terminated orally but only by an
agreement in writing signed by the parties hereto. 


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	XIII.
	Waiver. The waiver by the Company of a breach of any provision of this Agreement by the Executive shall not operate or be construed
as a waiver of any subsequent breach by the Executive. The waiver by the Executive of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any
subsequent breach by the Company.



	XIV.
	Governing Law; Confidential Arbitration.



	A.
	This
Agreement shall be subject to, and governed by, the laws of the State of Texas applicable to contracts made and to be performed therein, without regard to conflict of laws
principles.



	B.
	Except
for injunctive or other equitable relief under Section X, the Executive and the Company hereby agree that any controversy or claim arising out of or relating to this
Agreement, the employment relationship between the Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual
agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is
aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten
(10) days' notice to the other party, be submitted to arbitration in Dallas, Texas, pursuant to the rules then in effect of the American Arbitration Association, before a panel of three
(3) neutral arbitrators licensed to practice law in Texas for at least ten (10) years. The parties agree that they shall be entitled to file dispositive motions. Any award rendered
pursuant to such arbitration shall be final and conclusive on the parties thereto. The administration fees and expenses of the arbitration shall be borne equally by the parties to the arbitration,
provided that each party shall pay for and bear the cost of its/his/her own experts, evidence and attorney's fees. The arbitrators shall never have the authority to award exemplary, punitive,
consequential, special or incidental damages or loss of profits to any injured party. Such arbitration and all related documents will be confidential, unless disclosure is required by law.



	C.
	The
parties agree that any action to seek injunctive or other equitable relief under this Agreement, and any action to enforce any arbitration award hereunder, shall be exclusively
filed and conducted in Dallas County, Texas.






	XV.
	Assignability. The obligations of the Executive may not be delegated and, except with respect to the designation of beneficiaries in
connection with any of the benefits payable to the Executive hereunder, the Executive may not, without the Company's written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or
otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Executive agree that this
Agreement and all of the Company's rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company.



	XVI.
	Severability. If any provision of this Agreement or any part thereof, including, without limitation, Sections VIII or IX hereof, as
applied to either party or to any circumstances shall be adjudged by a court of competent jurisdiction to be void or unenforceable, the same shall in no way affect any other provision of this
Agreement or remaining part thereof, or the validity or enforceability of this Agreement, which shall be given full effect without regard to the invalid or unenforceable part thereof. If any court
construes any of the provisions of Sections VIII or IX hereof, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court may reduce
the duration or restrict or redefine the geographic scope of such provision and enforce such provision as so reduced, restricted or redefined. 


10







 
	XVII.
	Notices. All notices to the Company or the Executive permitted or required hereunder shall be in writing and shall be delivered
personally, by telecopier, by electronic mail or by courier service providing for next-day or two-day delivery or sent by registered or certified mail, return receipt
requested, to the following addresses: 




The
Company: 


BancTec, Inc.

2701 E. Grauwyler Rd.

Irving, Texas 75061

Attention: Legal Dept.

Facsimile: (972) 821-4831 


The
Executive: 


Lin
M. Held

13330 Noel Road

PH 1502

Dallas, Texas 75240 




	

	Either
party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notice shall be deemed
given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent via electronic mail, when sent; if sent by courier service providing for next-day or
two-day delivery, the next business day or two (2) business days, as applicable, following deposit with such courier service; and if sent by certified or registered mail, three
(3) days after deposit (postage prepaid) with the U.S. mail service.



	XVIII.
	Paragraph Headings. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.



	XIX.
	Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same instrument. 


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        IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of May 27, 2007, to be effective and binding on the Effective Date. 



	 	 	BANCTEC, INC.
	

 	
 	

By:	

/s/  J. COLEY CLARK      

	 	 	Name:	J. Coley Clark
	 	 	Title:	President and Chief Executive Officer
	

 	
 	

/s/  LIN M. HELD      
 Lin M. Held













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