Exhibit 10.13


 


Form of


 


BancTec, Inc.


2007 Equity Incentive Plan

Restricted Stock Award Agreement


 


SECTION 1.  GRANT
OF RESTRICTED STOCK AWARD.


 


(a) Restricted
Stock Award.  BancTec, Inc.
(the “Company”) hereby grants to the undersigned executive officer (the “Grantee”),
effective as of [                ],
20[    ], the shares of common stock of the Company, par
value $0.01 per share, in the amount set forth on the signature page hereto
(the “Granted Shares”) pursuant to the terms and conditions set forth in
this agreement (the “Agreement”) and the BancTec, Inc. Second
Amended and Restated 2007 Equity Incentive Plan (the “Plan”).  Capitalized terms used but not defined herein
shall have the same meaning as in the Plan.


 


(b) No
Purchase Price.  In lieu of a
purchase price, this award is made in consideration of Service previously
rendered by the Grantee to the Company.


 


SECTION 2.  ISSUANCE
OF SHARES


 


(a) Stock
Certificates.  Upon request
from the Grantee, the Company shall cause to be issued a certificate or certificates
for the Granted Shares representing this award, registered in the name of the
Grantee (or in the names of such person and his or her spouse as community
property or as joint tenants with right of survivorship).


 


(b) Stockholder
Rights.  The Grantee (or any
successor in interest) shall have all of the rights of a stockholder of the
Company (including, without limitation, voting, dividend and liquidation
rights) only with respect to the Vested Shares (as defined below), subject,
however, to the restrictions set forth in this Agreement.


 


(c) Escrow.  For
so long as the Granted Shares are not vested, the certificate or certificates
representing such unvested Granted Shares, if any, shall remain in the Company’s
possession.  The Grantee shall deliver to
the Company a duly-executed blank stock power in the form attached hereto as Exhibit A.  Grantee shall have no rights with respect to
any regular cash dividends paid on Restricted Shares (as defined below).  The Granted Shares, together with any other assets
or securities possessed by the Company for the benefit of the Grantee
hereunder, shall be (i) remitted to the Company for reacquisition under
the forfeiture provision set forth in Section 5 of this Agreement
or (ii) released to the Grantee upon the Grantee’s request to the extent
the Granted Shares have become vested shares. 
In any event, but subject to the provision of Section 4 of
this Agreement, all Vested Shares (and any other vested assets and securities
attributable thereto) shall be released by the Company to the Grantee within
sixty (60) days following the date the Grantee’s termination of
employment with the Company.


 

















 


(d) Section 83(b) Election.  Section 83 of the Code provides that the
Grantee is not subject to federal income tax until the restrictions on the
Granted Shares lapse.  If the Grantee
chooses, the Grantee may make an election under Section 83(b) of the
Code, which would cause the Grantee to recognize income in the amount of the
excess (if any) of the Fair Market Value of the award (determined as of the
date of the award) over the purchase price (if any).  If the Grantee chooses to make an election
under Section 83(b) of the Code, such Section 83(b) election
must be filed with the Internal Revenue Service within thirty (30) days after
the date of grant of this award (even if no
tax is due because the Fair Market Value of the Granted Shares on the date of
this award equals the purchase price paid or equals $0.00).  The form for
making a Section 83(b) election is attached hereto as Exhibit B.  The Grantee acknowledges that it is the
Grantee’s sole responsibility to timely file the Section 83(b) election
and that failure to file a Section 83(b) election within the
applicable thirty (30)-day period may result in the recognition of ordinary
income when the restrictions lapse.


 


(e) Withholding
Requirements.  The Company may withhold any tax (or other
governmental obligation) as a result of the grant of this award and/or the
filing of a Section 83(b) election as a condition to the grant of
this award, and the Grantee shall make arrangements satisfactory to the Company
to enable it to satisfy all such withholding requirements.


 


SECTION 3.  VESTING
SCHEDULE


 


(a) The Granted Shares shall vest [as
specified on Attachment 1 hereto] [according to the following schedule:


 


	
  Vesting Date

  	
   

  	
  Amount to be Vested

  	
   

  
	
  [            ]

  	
   

  	
  ([     ]%)

  	
   

  
	
  [            ]

  	
   

  	
  ([     ]%)

  	
   

  
	
  [            ]

  	
   

  	
  ([     ]%)]

  	
   

  



 


(b) For purposes of this Agreement, “Vested
Shares” shall refer to Granted Shares that are vested at such time.


 


(c) For purposes of this Agreement, “Restricted
Shares” shall refer to Granted Shares that are not vested at such time.


 


(d) If the Grantee’s
employment with the Company is terminated by the Company without Cause (other
than by reason of death or permanent disability as defined in the Employment
Agreement (as defined below)) or by the Grantee for Good Reason, any Restricted
Shares at such time shall become Vested Shares.


 


(e)  Notwithstanding
anything to the contrary contained in the Plan, if a Change of Control occurs,
all Restricted Shares shall vest immediately prior to the occurrence of the Change
of Control.


 


SECTION 4.  TERMINATION
OF SERVICE.


 


Except as otherwise set forth in Section 3(d) of this
Agreement, if the Grantee’s employment 


 


2

















 


with the Company terminates for any reason (including, without
limitation, as a result of the Grantee’s death or permanent disability), (A) all
Vested Shares held by the Grantee as of the date of such termination shall
remain outstanding and (B) all Restricted Shares held by the Grantee as of
the date of such termination shall be immediately forfeited and cancelled in
accordance with Section 5 of this Agreement.


 


SECTION 5.  FORFEITURE
PROVISION.


 


The Company shall reacquire the Restricted Shares, and the Grantee will
be deemed to have transferred the Restricted Shares to the Company in the event
that the Grantee holds any Restricted Shares when his or her employment is
terminated (except as otherwise set forth in Section 3(d) of
this Agreement).  The Company shall
reacquire the Restricted Shares pursuant to this forfeiture provision without
the payment of any consideration effective on the date of the Grantee’s
termination of employment with the Company. 
From and after such time, the Grantee shall no longer have any rights as
a holder of the Restricted Shares and such Restricted Shares shall be deemed to
have been reacquired by and transferred to the Company.  Once a forfeiture is effected, this award
shall be cancelled with respect to the Restricted Shares and the Company shall
have no further obligation with respect thereto.


 


SECTION 6.  DEFINITIONS


 


(a) “Cause” shall mean:


 


(i)            a material breach of, or the willful failure or refusal
by the Grantee to perform and discharge duties or obligations the Grantee has
agreed to perform or assume under that certain Employment Agreement, between
the Company and the Grantee, dated [            ],
as amended (the “Employment Agreement”) (other than by reason of
permanent disability or death);


 


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


 


(iii)          any material violation by the Grantee of a policy contained
in the Code of Conduct of the Company or similar publication;


 


(iv)          drug or alcohol abuse by the Grantee that materially
affects the Grantee’s performance of the Grantee’s duties under the Employment
Agreement; or


 


(v)           conviction of, or the entry of a plea of guilty or nolo contendere by the Grantee for, any felony or other
crime involving moral turpitude.


 


(b) “Good Reason” shall mean, without the Grantee’s express
written consent:


 


(i)            a reduction in the Grantee’s Base Salary or target bonus
percentage under the Bonus Plan to less than [     ]%
of Base Salary;


 


3

















 


(ii)           any change in the position, duties, responsibilities
(including reporting responsibilities) or status of the Grantee that is adverse
to the Grantee in any material respect with the Grantee’s position, duties,
responsibilities or status as of the date of the Employment Agreement;


 


(iii)          a requirement by the Company that the Grantee be based in
an office that is located more than fifty (50) miles from the Grantee’s
principal place of employment as of the date of the Employment Agreement; or


 


(iv)          any material failure on the part of the Company to comply
with and satisfy the terms of the Employment Agreement;


 


provided, that a
termination by the Grantee with Good Reason shall be effective only if the
Grantee delivers to the Company a notice of termination for Good Reason within
ninety (90) days after the Grantee 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
Grantee.


 


SECTION 7.  MISCELLANEOUS
PROVISIONS.


 


(a) Tenure.  Nothing in the Agreement or the Plan shall
confer upon the Grantee any right to continue in employment with the Company
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Company (or any Subsidiary or parent of the Company
employing or retaining the Grantee) or of the Grantee, which rights are hereby
expressly reserved by each, to terminate his or her employment at any time and
for any reason, with or without cause.


 


(b) Notification.  Any notification required by the terms of
this Agreement shall be given in writing and shall be deemed effective upon
personal delivery or upon deposit with the United States Postal Service, by
registered or certified mail, with postage and fees prepaid.  A notice shall be addressed to the Company at
its principal executive office and to the Grantee at the address that he or she
most recently provided to the Company.


 


(c) Entire
Agreement.  This Agreement,
the Plan and the Employment Agreement (as applicable) constitute the entire
contract between the parties hereto with regard to the subject matter hereof.  They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) which relate to the subject matter hereof.  In the event that the terms of this
Agreement, the Employment Agreement and the Plan are in conflict, the terms of
the Plan shall govern.


 


(d) Waiver.  No waiver of any breach or condition of this
Agreement shall be deemed to be a waiver of any other or subsequent breach or
condition whether of like or different nature.


 


(e) Successors
and Assigns.  The provisions
of this Agreement shall inure to the benefit of, and be binding upon, the
Company and its successors and assigns and upon the Grantee, the Grantee’s
assigns and the legal representatives, heirs and legatees of the Grantee’s
estate, 


 


4

















 


whether or not any such person shall have
become a party to this Agreement and have agreed in writing to be join herein
and be bound by the terms hereof.


 


(f) Choice of Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, as such laws
are applied to contracts entered into and performed in such state.


 


[Signature page follows.]


 


5

















 


Please acknowledge receipt
of this Agreement by signing the enclosed copy of this Agreement in the space
provided below and returning it promptly to the Secretary of the Company.


 


	
   

  	
   

  	
  BANCTEC,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
   

  	
  J.
  Coley Clark

  
	
   

  	
   

  	
   

  	
  Chief
  Executive Officer and Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
  GRANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted
  and Agreed to

  	
   

  	
   

  
	
  As
  of
                            
          ,
  20[    ]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  
	
   

  	
  [Name
  of Executive Officer]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted Shares:
  [              ]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Number:

  	
   

  	
   

  



 


[SIGNATURE
PAGE TO 2007 EQUITY INCENTIVE PLAN


RESTRICTED
STOCK AWARD AGREEMENT]


 

















 


[ATTACHMENT 1


 


VESTING
CRITERIA]


 

















 


EXHIBIT
A


 


STOCK
POWER


 


FOR
VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto BancTec, Inc. (the “Company”),                                   
(          ) shares of the
common stock, par value $0.01 per share, of the Company standing in
his/her/their/its name on the books of the Company represented by Certificate No. 
                                
herewith and do(es) hereby irrevocably constitute and appoint                                                 
his/her/their/its attorney-in-fact, with full power of substitution, to
transfer such shares on the books of the Company.


 


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name and Mailing Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


	
  Instructions:

  	
  Please
  do not fill in any blanks other than the signature line and printed name and
  mailing address. Please print your name exactly as you would like your name
  to appear on the issued stock certificate. The purpose of this assignment is
  to enable the Company to exercise its right to forfeit the Shares without
  requiring additional signatures on your part.

  



 

















 


EXHIBIT
B


 


SECTION 83(b) ELECTION


 


This
statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.


 




	
  (1)

  	
   

  	
  The
  taxpayer who performed the services is:

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Social
  Security Number:

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  The
  property with respect to which the election is being made is
                    
  shares of the common stock, par value $0.01 per share, of BancTec, Inc.

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  The
  property was issued on
                                    .

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  The
  taxable year in which the election is being made is the calendar year
                        .

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  The
  property is subject to a substantial risk of forfeiture to which the issuer
  has the right to reacquire the property without the payment of any
  consideration, at any time prior to the vesting date.  The issuer’s right to reacquire the
  property lapses in a series of equal installments over a three year period
  ending on
                                      , 200    .

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  The
  fair market value at the time of transfer (determined without regard to any
  restriction other than a restriction which by its terms will never lapse) is
  $                      per share.

  
	
   

  	
   

  	
   

  
	
  (7)

  	
   

  	
  The
  amount paid for such property is
  $                    per share.

  
	
   

  	
   

  	
   

  
	
  (8)

  	
   

  	
  A
  copy of this statement was furnished to BancTec, Inc. for whom taxpayer
  rendered the services underlying the transfer of property.

  
	
   

  	
   

  	
   

  
	
  (9)

  	
   

  	
  This
  statement is executed on
                                                                      .

  






 


	
   

  	
   

  	
   

  
	
  Spouse
  (if any)

  	
   

  	
  Taxpayer

  



 


This
election must be filed with the Internal Revenue Service Center with which taxpayer
files his or her federal income tax returns and must be made within thirty (30)
days after the execution date of Restricted Stock Award Agreement.  This filing should be made by registered or
certified mail, return receipt requested. You should provide a copy of the
completed form to the Company. You should also retain two (2) copies of
the completed form for filing with your federal and state tax returns for the
current tax year and an additional copy for your records.