**Exhibit 10.15**

 

EMPLOYMENTAGREEMENT

 

This AGREEMENT, madeeffective as of July 1, 2002, between BancTec, Inc., a Delaware corporation(the “Company”), and Craig D. Crisman (“Executive”).

 

 

 

PreliminaryStatement

 

WHEREAS, the Company desiresto engage the services and employment of Executive for the period provided inthis Agreement, and Executive is willing to accept employment by the Company ona full-time basis for such period, upon the terms and conditions hereinafterset forth; and

 

WHEREAS, the execution ofthis Agreement and the terms of compensation contained herein have been dulyauthorized by the Board of Directors of the Company (“Board”).

 

NOW, THEREFORE, inconsideration of the foregoing premises and the mutual covenants hereincontained, the parties hereto agree as follows:

 

1.             Definitions. Certain capitalized terms used in this Agreement have the meaningsassigned to them on Exhibit A hereto.

 

2.             Employment. The Company agrees to employ Executive and Executive agrees to acceptemployment by the Company, for the period stated in paragraph 3 hereof and uponthe other terms and conditions herein provided.  During the period of his employment hereunder, Executive agreesto serve the Company and the Company shall employ Executive as President and ChiefExecutive Officer.  The Executive shallalso serve as a member of the Board. The Executive shall report directly to the Board.

 

3.             Terms and Duties.

 

(a)           Term of Employment.  The period of Executive’s employment under this Agreement shallcommence on the date of this Agreement and shall continue through December 31,2002; provided, however, that such term shall be automaticallyextended for successive one-year periods unless either party shall give writtennotice to the other party electing to terminate this Agreement at least 30 daysprior to the scheduled expiration.  Suchtermination notice shall indicate whether it is a termination for Cause orwithout Cause (if delivered by the Company) or for Good Reason or without GoodReason (if delivered by the Employee), and the applicable provision of Section7 or Section 8 shall apply to such termination.  The period of the Executive’s employment hereunder is hereafterreferred to as the “Term”.

 

(b)           Duties. During the Term and except for illness, reasonable vacation periods, andreasonable leaves of absence, Executive shall devote his best efforts and allhis business time, attention, skill and efforts to the business and affairs ofthe Company and its subsidiaries, as such business and affairs now exist and asthey may be hereafter changed or added to, under and pursuant to the generaldirection of the Board.  The Companyshall retain full direction and control of the means and methods by whichExecutive performs the services

 

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for which he is employed hereunder; provided,however, that, Executive may serve, or continue to serve, on the boardsof directors of and hold any other offices or positions in, companies ororganizations which, in such Board’s judgment, will not present any conflict ofinterest with the Company or any of its subsidiaries or affiliates ordivisions, or materially affect the performance of Executive’s duties pursuantto this Agreement, provided that the Executive shall have notified the Boardand the Board shall have adopted a resolution authorizing the Executive toserve, or continue to serve, such company or organization in such capacity.

 

4.             Compensation and Reimbursement of Expenses; OtherBenefits.

 

(a)           Compensation. The Company shall compensate Executive during the Term as follows:

 

(i)            Base Salary.  Executive shall be paid a base salary,adjusted as provided in Section 4(a)(vii), (“Base Salary”) of not lessthan Four Hundred Fifty Thousand Dollars ($450,000) per year in installmentsconsistent with the Company’s usual practices.

 

(ii)           Bonus.  The Board may (but shall not be obligatedto) award a discretionary bonus in respect of any calendar year during theTerm, in its sole and absolute discretion. Any bonus awarded pursuant to this clause (ii) is sometimes referred toherein as a “Bonus”.

 

(iii)          Vacation.  The Executive shall be entitled to fourweek’s annual paid vacation (in addition to customary business holidays) inaccordance with the Company’s policy that may be applicable to executiveemployees from time to time.

 

(iv)          Officers and Directors Insurance.  The Company shall maintain officers anddirectors insurance covering any actions taken by the Executive in theperformance of his duties hereunder on customary terms in an amount not lessthan $10,000,000, provided that the total annual cost of maintainingofficers and directors insurance for the Company and its subsidiaries shall notexceed $300,000.

 

(v)           Other Benefits.  During the Term, Executive shall be entitledto participate in any medical and health plans and shall receive all otherbenefits of employment generally available to other members of the Company’ssenior management and those benefits for which key executives are or shallbecome eligible, including, without limitation, bonus or profit-sharing plans,life insurance, disability insurance, auto allowance and club membership.

 

(vi)          Base Salary Review.  The Company agrees to review Executive’sBase Salary within twelve (12) months after his date of employment and annuallythereafter, based on the Company’s performance and the Executive’s performanceof his position and responsibilities. The Executive’s Base Salary may be decreased by the Board as a result offinancial hardship experienced by the Company, provided that (A) suchdecrease shall be made only as a part of a

 

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general senior managementsalary or benefits reduction which does not affect Executive disproportionatelyand (B) such decrease shall be effective only for so long as suchfinancial hardship shall exist, as determined by the Board.

 

(b)           Reimbursement of Expenses.  The Company shall pay or reimburse Executivefor all reasonable travel, living and other business expenses incurred byExecutive in performing his obligations under this Agreement in accordance withthe policies, practices and procedures established from time to time by theBoard; provided, however, that, such travel and living expensesshall not exceed $100,000 in any 12-month period.

 

(c)           Withholding, Etc. The payment of any Base Salary, Bonus, incentive compensation or otheramounts to the Executive as provided hereunder shall be subject to applicablewithholding and payroll taxes and such other deductions as may be required bylaw or under any of the Company’s policies or plans from time to time ineffect.

 

5.             Benefits Payable Upon Disability or Death.

 

(a)           Disability. If during the Term Executive should fail to perform his duties hereunderon account of illness or other incapacity which the Board shall in good faithdetermine renders Executive incapable of substantially performing his dutieshereunder for a period of 180 days, whether or not consecutive, during anyperiod of 12 consecutive months, the Company shall have the right, upon writtennotice to Executive to terminate this Agreement.  If terminated pursuant to this Section 5(a), (i) the then currentBase Salary shall be paid on a prorated basis to the date of termination (tothe extent not theretofore paid), (ii) any Bonus previously awarded by theBoard to Executive but not yet paid shall be paid (on a prorated basis if suchBonus relates to any period following such termination), and (iii) Executiveshall be entitled to disability payments and coverage upon the basis availableto Company employees under, and subject to the terms and provisions of,disability benefit plans of Company which may from time to time be in effectand applicable to employees.

 

(b)           Death.  IfExecutive shall die during the Term, the employment of Executive shallthereupon terminate.  If terminated pursuantto this Section 5(b), (i) the then current Base Salary shall be paid on aprorated basis to the date of termination (to the extent not theretofore paid)and (ii) any Bonus previously awarded by the Board to Executive but notyet paid shall be paid (on a prorated basis if such Bonus relates to any periodfollowing such termination).

 

6.             Obligations of Executive During and After Employment.

 

(a)           Confidentiality. Executive realizes that during the course of his employment he will haveproduced and/or have access to confidential information, records, notebooks,data, formulae, specifications, trade secrets, customer lists, inventions andprocesses of Company and its affiliated companies.  Therefore, during or subsequent to his employment by Company, orby an affiliated company, Executive agrees to hold in confidence and notdirectly or indirectly to disclose or use or copy or make lists of any suchinformation, except (i) to the extent authorized by the Company inwriting, (ii) during the Term to the extent necessary or appropriate andin the best interest of the Company in connection with the performance of

 

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Executive’s duties to the Company or(iii) as required by applicable law or compulsory legal process.  In the event that Executive is requested orrequired to disclose any such information pursuant to any applicable law orcompulsory legal process, Executive will give the Company prompt notice thereofso that it may seek an appropriate protective order or other remedy, and ifsuch protective order or other remedy is not obtained, Executive will use hisreasonable efforts to obtain reliable assurance that confidential treatmentwill be accorded any information so furnished. All records, files, drawings, documents, equipment, and the like, orcopies thereof, relating to the Company’s business, or the business of anaffiliated company, which Executive shall prepare, or use, or come into contactwith, shall be and remain the sole property of Company, or of an affiliatedcompany, and shall not be removed from the Company’s or the affiliatedCompany’s premises without its written consent, except during the Term to theextent necessary or appropriate and in the best interest of the Company inconnection with the performance of Executive’s duties to the Company.  All such items shall be promptly returned tothe Company upon termination of the Executive’s employment with the Company andits affiliated companies.

 

(b)           Non-Competition. During the Term and during the twelve-month period following thetermination of the Executive’s employment hereunder for any reason whatsoever:

 

(i)            the Executive will not directly orindirectly (as a director, officer, employee, manager, consultant, independentcontractor, advisor or otherwise) engage in competition with, or own anyinterest in, perform any services for, participate in or be connected with (i)any business or organization which engages in competition with the Company orany of its affiliates in any geographical area where any business is presentlycarried on by the Company or any of its affiliates, or (ii) any business ororganization which engages in competition with the Company or any of itsaffiliates in any geographical area where any business shall be hereafter, duringthe period of the Executive’s employment by the Company, carried on by theCompany or any of its affiliates, if such business is then being carried on bythe Company or any of its affiliates in such geographical area;

 

(ii)           the Executive will not directly orindirectly solicit for employment, or advise or recommend to any other personthat they employ or solicit for employment, any employee of the Company or anyof its affiliates; and

 

(iii)          the Executive will not directly orindirectly hire, engage, send any work to, place orders with, or in any mannerbe associated with any supplier, contractor, subcontractor or other person orfirm which rendered manufacturing or other services, or sold any products, tothe Company or any of its affiliates if such action by him would have amaterial adverse effect on the business, assets or financial condition of theCompany or any of its affiliates.

 

For purposes of this Section6(b), a person or entity (including, without limitation, the Executive) shallbe deemed to be a competitor of the Company or any of its affiliates, or aperson or entity (including, without limitation, the Executive) shall be deemedto be engaging in competition with the Company or any of its affiliates, onlyif such person or entity in any way conducts, operates, carries out or engagesin (i) the design, creation, manufacture, assembly,

 

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integration, installation, service, ormaintenance of document imaging, payments processing, workflow or archivingsystems, software, components or supplies, (ii) on-site computer or networkequipment repair and maintenance services, (or any other services which competewith the business of the Company’s Computer and Network Services division orany successor thereto), or (iii) such other business or businesses as theCompany may conduct during the Term in such geographical area or areas as suchbusiness or businesses are conducted by the Company.

 

In connection with theforegoing provisions of this Section 6(b), the Executive represents that hisexperience, capabilities and circumstances are such that such provisions willnot prevent him from earning a livelihood. The Executive further agrees that the limitations set forth in thisSection 6(b) (including, without limitation, any time or territoriallimitations) are reasonable and properly required for the adequate protectionof the businesses of the Company and its affiliates.  It is understood and agreed that the covenants made by theExecutive in this Section 6(b) shall survive the termination of the Term andthe expiration or termination of this Agreement.

 

For purposes of this Section6(b), proprietary interest in a business is ownership, whether through director indirect stock holdings or otherwise, of one percent (1%) or more of suchbusiness.  The Executive shall be deemedto acquire a proprietary interest in a business or to be made an officer ordirector of such business if Executive shall have entered into a definitiveagreement or letter of intent with respect thereto.

 

The Executive acknowledgesand agrees that a remedy at law for any breach or threatened breach of theprovisions of this Section 6(b) would be inadequate and, therefore, agrees thatthe Company and any of its affiliates shall be entitled to injunctive relief inaddition to any other available rights and remedies in cases of any such breachor threatened breach; provided, however, that nothing containedherein shall be construed as prohibiting the Company or any of its affiliatesfrom pursuing any other rights and remedies available for any such breach orthreatened breach.

 

7.             Termination By Company.

 

(a)           Termination For Cause.  Except as otherwise provided herein, the Company may terminatethe employment of Executive for Cause at any time upon written notice toExecutive specifying the cause of termination. If terminated pursuant to this Section 7(a), (i) the then currentBase Salary shall be paid on a prorated basis to the date of termination (tothe extent not theretofore paid) and (ii) any Bonus previously awarded bythe Board to Executive but not yet paid shall be paid (on a prorated basis ifsuch Bonus relates to any period following such termination).  A termination by the Company under thisSection 7(a) shall not prejudice any remedy to which the Company may beentitled either at law, in equity, or under this Agreement.

 

(b)           Termination Without Cause.  The Company may terminate the employment ofExecutive without Cause at any time upon written notice to Executive; provided,however, that the Company shall be obligated to pay Executive, asseverance, an amount equal to the sum of the then current Base Salary and theBonus awarded to Executive in respect of the preceding 12-month period (itbeing understood that to the extent any portion of such Bonus

 

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relates a prior period, such Bonus will beappropriately prorated), which severance shall be payable in 12 equal monthlyinstallments following the date of termination.

 

8.             Termination by Executive.

 

(a)           Termination For Good Reason.  If Executive terminates his employmenthereunder for Good Reason, he shall be entitled to the benefits set forthherein applicable to termination without Cause as set forth in Section 7(b)hereof

 

(b)           Termination Without Good Reason.  If Executive terminates his employmenthereunder without Good Reason, (i) his then current Base Salary shall bepaid on a prorated basis to the date of the termination (to the extent nottheretofore paid) and (ii) any Bonus previously awarded by the Board toExecutive but not yet paid shall be paid (on a prorated basis if such Bonusrelates to any period following such termination).

 

9.             Company’s Insurance on Executive.  The Company may secure in its own name, orotherwise, and at its own expense, life, health, accident and other insurancecovering Executive, or Executive and others. Executive agrees to assist the Company in procuring such insurance bysubmitting to the usual and customary medical and other examinations and by signing,as the insured, such applications and other instruments in writing as may bereasonably required by the insurance companies to which application is made forsuch insurance.  Executive agrees thathe shall have no rights, title or interest in or to any insurance policies orthe proceeds thereof which the Company may so elect to take out or to continueon his life.

 

10.           No Obligation to Mitigate Damages.

 

(a)           Executive shall not be required to mitigate damages or theamount of any payment provided for under this Agreement by seeking otheremployment or otherwise, nor shall the amount of any payment provided for underthis Agreement be reduced by any compensation earned by Executive as a resultof employment by another employer or by payment to him of retirement benefitsafter the date of termination of his employment.

 

(b)           The provisions of this Agreement, and any payment providedfor hereunder, shall not reduce any amounts otherwise payable, or in any waydiminish Executive’s existing rights, or rights which would accrue solely as aresult of the passage of time, under any benefit plan, employment agreement orother contract, plan or arrangement.

 

11.           Arbitration. Any dispute, controversy or claim arising under or in connection withthis Agreement, or the breach hereof, shall be settled exclusively byarbitration in accordance with the Commercial Arbitration Rules of the AmericanArbitration Association then in effect. Judgment upon the award rendered by the Arbitrator(s) may be entered inany court having jurisdiction thereof. Any arbitration held pursuant to this Section 12 shall take place in NewYork, New York.

 

12.           Notice.  Forpurposes of this Agreement, notices and all other communications provided forin the Agreement shall be in writing and shall be deemed to have been dulygiven when delivered or mailed by United States registered mail, return receiptrequested, postage prepaid, as follows:

 

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If to the Company:

 

Welsh Carson Anderson &Stowe

320 Park Avenue

Suite 2500

New York, NY 10022

Attention:  Robert Minicucci and Sanjay Swani

 

If to the Executive:

 

Craig D. Crisman

6231 Love Drive, #514

Irving, Texas 75039

 

or such other address as either party mayhave furnished to the other in writing in accordance herewith, except thatnotices of change of address shall be effective only upon receipt.

 

13.           Non-Waiver, Complete Agreement, Governing Law.  No provisions of this Agreement may bemodified, waived or discharged except in writing signed by both parties.  No waiver by either party at any time of anybreach by the other party of, or compliance with, any condition or provision ofthis Agreement shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.  No agreements or representations, oral orotherwise, express or implied, with respect to the subject matter hereof havebeen made by either party which are not set forth expressly in this Agreement.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Texas.

 

14.           Severability. The invalidity or unenforceability of any provisions of this Agreementshall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.

 

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

 

 

 

[Remainderof Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the Executive and theCompany (pursuant to a resolution of its Board adopted at a duly constitutemeeting) have executed this Agreement, effective as of the date first abovewritten.

 

 
|   | BANCTEC, INC.,               |
|--------|------------------------------|
|   | a Delaware corporation       |
|   |                         |
|   | By                           | /s/ Robert Minicucci |   |
|   |                         | Name: Robert Minicucci |
|   |                         | Title: Director |
|   |                         |
|   |                         |
|   |                         |
|   |                         |
|   | /s/ Craig D. Crisman         |   |
|   | Craig D. Crisman,  Executive |

 

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EXHIBITA

toEmployment Agreement

 

Definitions

 

“Cause” shall existif Executive (i) has been convicted or entered a plea of nolo contendere to afelony or a misdemeanor involving moral turpitude, including fraud, theft orembezzlement; (ii) has failed or refused (in a material respect) to followreasonable policies or directives established by the Board which failure orrefusal continues for ten (10) days following written notice thereof toExecutive; (iii) has willfully and persistently failed to attend to materialduties or obligations imposed on him under this Agreement which failurecontinues for ten (10) days following written notice thereof to Executive; or(iv) has engaged in any act that constitutes a breach of his fiduciary dutiesto, or involves a conflict of interest with, the Company or involves ausurpation of a material opportunity of the Company or misappropriation orconversion of assets, which act or breach continues or is not cured within ten(10) days following written notice thereof to Executive.

 

“Change of Control”means (i) a merger or consolidation of the Company with or into another entity(other than a merger in which the Company is the surviving Company and whichwill not result in more than 50% of the capital stock of the Companyoutstanding immediately after the effective date of such merger being owned ofrecord or beneficially by persons other than the holders of such capital stockimmediately prior to such merger), (ii) the sale or other disposition of all orsubstantially all of the assets or properties of the Company, (iii) theacquisition of “beneficial ownership” by any “person” or “group” (other thanWelsh, Carson, Anderson & Stowe VIII, L.P. or its affiliates) of votingstock of the Company representing more than 50% of the voting power of alloutstanding shares of such voting stock, whether by way of merger orconsolidation or otherwise, whether or not Executive shall have voted for suchChange of Control as a director or consented thereto expressly in writing.  As used herein, (i) the terms “person” and“group” shall have the meaning set forth in Section 13(d)(3) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), whether or notapplicable, (ii) the term “beneficial owner” shall have the meaning set forthin Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable,except that a person shall be deemed to have “beneficial ownership” of allshares that any such person has the right to acquire, whether such right isexercisable immediately or only after the passage of time or upon theoccurrence of certain events, and (iii) any “person” or “group” will be deemedto beneficially own any voting stock of an issuer held by a registered holderso long as such person or group beneficially owns, directly or indirectly, inthe aggregate a majority of the voting stock of such registered holder.

 

“Good Reason” means:

 

(i)            the assignment to the Executive ofany duties or responsibilities which result in any substantial diminution of ormaterial change in Executive’s position, status or circumstances of employment,or any removal of Executive from, or failure to re-elect Executive to, any ofsuch positions, except as may occur in connection with the termination of theExecutive’s employment for Cause;

 

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(ii)           reduction by the Company in theExecutive’s Base Salary, except for any decrease by the Board as a result offinancial hardship experienced by the Company, provided that (A) suchdecrease shall be made only as a part of a general senior management salary orbenefits reduction which does not affect Executive disproportionately and(B) such decrease shall be effective only for so long as such financialhardship shall exist, as determined by the Board;

 

(iii)          a relocation of the Executive or the Company’sprincipal office to a location more than fifty (50) miles from the location ofits principal office in the State of Texas on the date of this Agreement,except for any relocation accepted by the Executive in writing;

 

(iv)          any material breach by the Company ofany provision of this Agreement (which breach has not been cured within ten(10) days following written notice thereof to the Company), unless theExecutive has committed any material breach of his obligations hereunder (whichbreach has not been cured within ten (10) days following written notice thereofto the Executive);

 

(v)           a Change of Control, unless theExecutive shall have approved such Change of Control and agreed to remainemployed by the Company or its successor following such Change of Control; or

 

(vi)          Executive and the Company shall agreein writing that Executive shall resign his position with the Company and suchagreement provides that such resignation shall constitute “Good Reason” subjectto Executive’s compliance with the terms thereof.

 

“WCAS Investors”means Welsh, Carson, Anderson & Stowe VIII, L.P., Welsh Carson CapitalPartners III, L.P., each of their Affiliates, and each officer, director,member, shareholder, partner, family member or Affiliate of any such Person, ineach case who owns or becomes the owner of any Securities of the Company.

 

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