Exhibit 10.14


 


BancTec, Inc.


 


Amended and Restated


2007 Non-Employee Director
Equity Plan


 


WHEREAS,
the BancTec, Inc. 2007 Non-Employee Director Plan (the “Initial Plan”)
was adopted by the Board of Directors (the “Board”) of BancTec, Inc.,
a Delaware corporation (the “Company”), on January 25, 2008, for
the purpose of attracting and retaining qualified persons to serve as members
of the Board;


 


WHEREAS,
on November 18, 2008, the Company effected a reverse stock split (the “Reverse
Stock Split”) pursuant to which, among other things, each three (3) issued
shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), were reclassified, changed and converted into one (1) share
of the Company’s Common Stock; and


 


WHEREAS,
pursuant to Section 12.1 of the Initial Plan, the Board, in connection
with the Reverse Stock Split, (i) ratably reduced (a) the maximum
number of Shares available for issuance or granting (including the Annual Award
Limit (defined below)) under the Initial Plan and (b) the number of Shares
subject to outstanding Awards (defined below) under the Initial Plan, and (ii) increased
the Option Price (defined below) of each outstanding Option by three (3) times,
as applicable.


 


NOW,
THEREFORE, the Initial Plan is amended and restated in its entirety as follows:


 


Article 1.                         Establishment &
Purpose


 


1.1                               Establishment.  BancTec, Inc., a Delaware corporation
(hereinafter referred to as the “Company”), hereby establishes the
BancTec, Inc. Amended and Restated 2007 Non-Employee Director Equity Plan
(hereinafter referred to as the “Plan”) as set forth in this document.


 


1.2                               Purpose
of the Plan.  The purpose
of this Plan is to attract and retain qualified persons to serve as members of
the Board of Directors (hereinafter referred to as the “Board”) of the
Company and to encourage ownership of Company equity in order to provide
additional incentives to promote the success of the Company.


 


Article 2.                         Definitions


 


Whenever capitalized in the Plan, the following terms shall have the
meanings set forth below.


 


2.1                               “Affiliate” means any
entity that the Company, either directly or indirectly, is in common control
with, is controlled by, or controls, or any entity in which the Company has a
substantial direct or indirect equity interest, as determined by the Board.


 


2.2                               “Award” means any
Option or Restricted Stock Award that is granted under the Plan.


 


2.3                               “Award
Agreement” means either (a) a written agreement entered
into by the Company and a Non-Employee Director setting forth the terms and
provisions applicable to an Award granted under this Plan, or (b) a
written statement issued by the Company to a Non-Employee Director describing
the terms and provisions of the actual grant of such Award.


 


2.4                               “Beneficial
Owner” or “Beneficial Ownership”
shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.


 

















 


2.5                               “Board” means the
Board of Directors of the Company.


 


2.6                               “Change
of Control” means the occurrence of any of the following
events:


 


(a)                                  Any Person is
or becomes the Beneficial Owner (except that a Person shall be deemed to have “Beneficial
Ownership” of all Shares that any such Person has the right to acquire,
whether such right is currently exercisable or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of the
voting stock of the Company, including by way of merger, consolidation, tender,
exchange offer or otherwise;


 


(b)                                 The sale or
disposition, in one or a series of related transactions, of all or
substantially all, of the assets of the Company to any Person;


 


(c)                                  During any
period of two consecutive years commencing on or after the Effective Date,
individuals who as of the beginning of such period constituted the entire Board
(together with any new directors whose election by such Board or nomination for
election by the Company’s stockholders was approved by a vote of at least
two-thirds of the members of the Board, then still in office, who were members
of the Board at the beginning of the period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority thereof; or


 


(d)                                 Approval by the
stockholders of the Company of a complete liquidation or dissolution of the
Company.


 


2.7                               “Code” means the U.S.
Internal Revenue Code of 1986, as amended from time to time.


 


2.8                               “Committee” means the
Compensation Committee of the Board, or any other committee designated by the
Board to administer this Plan.


 


2.9                               “Company” means BancTec, Inc.,
a Delaware corporation and any successor thereto.


 


2.10                        “Effective
Date” means the date set forth in Section 14.12.


 


2.11                        “Exchange
Act” means the Securities Exchange Act of 1934, as
amended from time to time.


 


2.12                        “Fair
Market Value” means, as of any date, the per Share value
determined as follows:


 


(a)                                  If the Shares
are listed on any established stock exchange or a national market system,
including the PORTAL Market, the per Share Fair Market Value shall be the
closing sales price for each share of such stock (or the closing bid, if no
sales were reported) on the date of determination (or, if no closing sales
price or closing bid was reported on that date, as applicable, on the last
trading date such closing sales price or closing bid was reported), as reported
in The Wall Street Journal or such other
source as the Committee deems reliable;


 


(b)                                 If the Shares
are regularly quoted on an automated quotation system (including the OTC
Bulletin Board and the “Pink Sheets” published by the National Quotation
Bureau, Inc.) or by a recognized securities dealer, but selling prices are



 


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not reported, the per Share Fair Market Value shall be the mean between
the high bid and low asked prices for a Share on the date of determination (or,
if no such prices were reported on that date, on the last date such prices were
reported), as reported in The Wall Street Journal
or such other source as the Committee deems reliable; or


 


(c)                                  In the absence
of an established market for the Shares of the type described in (a) and (b) above,
the per Share Fair Market Value thereof shall be determined by the Committee in
good faith through the reasonable application of a reasonable valuation method
and in accordance with applicable provisions of Section 409A of the Code.


 


2.13                        “Option” means any
option to purchase Shares granted from time to time under Article 6 of the
Plan.


 


2.14                        “Option
Price” means the purchase price per Share subject to an
Option, as determined pursuant to Section 9.1 of the Plan.


 


2.15                        “Non-Employee
Director” means a member of the Board who is not also an
Employee of the Company.


 


2.16                        “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d) thereof.


 


2.17                        “Plan” means the
BancTec, Inc. Amended and Restated 2007 Non-Employee Director Equity Plan.


 


2.18                        “Plan
Year” means the applicable calendar year.


 


2.19                        “Restricted
Stock” means any Award granted under Article 7.


 


2.20                        “Restriction
Period” means the period during which Restricted Stock
awarded under Section 7 of the Plan is subject to forfeiture.


 


2.21                        “Service”
means service as a Non-Employee Director.


 


2.22                        “Share” means a share
of common stock of the Company, par value $0.01 per share, or such other class
or kind of shares or other securities resulting from the application of  Article 12.


 


2.23                        “Stock Unit” means the credits to a
Non-Employee Director’s Stock Unit Account under Section 7.4(c) of
the Plan, each of which represents the right to receive one Share upon
settlement of the Stock Unit Account.


 


2.24                        “Stock
Unit Account” shall have the meaning set forth in Section 7.4(c) of
the Plan.


 


2.25                        “Subsidiary” means any
Person of which a majority of the outstanding share capital, voting securities
or other voting equity interests are owned, directly or indirectly, by the
Company.


 


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Article 3.                         Administration


 


The Plan shall be
administered by the Committee, which shall have full power to interpret and
administer the Plan and full authority to determine the type and amount of
Awards to be granted to each Non-Employee Director, the terms and conditions of
Awards granted under the Plan and the terms of Award Agreements to be entered
into with Non-Employee Directors.  Without limiting the generality of the foregoing,
the Committee may, in its sole discretion, clarify, construe or resolve any
ambiguity in any provision of the Plan or any Award Agreement, accelerate or
waive vesting of Awards and exercisability of Awards, extend the term or period
of exercisability of any Awards, modify the purchase price under any Award, or
waive any terms or conditions applicable to any Award.  All actions taken and all interpretations and
determinations made by the Committee or by the Board (or any other committee or
sub-committee thereof), as applicable, shall be final and binding upon the
Non-Employee Directors, the Company, and all other interested individuals.


 


Article 4.                         Eligibility
and Participation


 


4.1                               Eligibility.  All Non-Employee Directors of the Company
shall be participants in the Plan.


 


4.2                               Type of
Awards.  Awards under the Plan may be
granted in any one or a combination of:  (a) Options
and (b) Restricted Stock.  Awards
granted under the Plan shall be evidenced by Award Agreements (which need not
be identical) that provide additional terms and conditions associated with such
Awards, as determined by the Committee in its sole discretion; provided, however, that
in the event of any conflict between the provisions of the Plan and any such
Award Agreement, the provisions of the Plan shall prevail.


 


Article 5.                                            Shares
Subject to the Plan and Maximum Awards


 


5.1                               Number
of Shares Available for Awards.


 


(a)                                  General.  Subject to adjustment as
provided in Article 12, the maximum number of Shares available for
issuance to Non-Employee Directors pursuant to Awards under the Plan shall be 833,334
Shares.  The Shares available for
issuance under the Plan may consist, in whole or in part, of authorized and
unissued Shares or treasury Shares.  Any
Shares delivered to the Company as part or full payment for the purchase price
of an Award granted under this Plan shall again be available for Awards under
the Plan.


 


(b)                                 Additional
Shares.  In the event that any
outstanding Award expires, is forfeited, cancelled or otherwise terminated
without the issuance of Shares or are otherwise settled for cash, the Shares
subject to such Award, to the extent of any such forfeiture, cancellation,
expiration, termination or settlement for cash, shall again be available for
Awards under the Plan.


 


Article 6.                                            Grants of Restricted Stock


 


6.1                               Annual Awards of Restricted Stock.  Upon the earlier to occur of (i) the day
immediately following the date of the Company’s annual stockholder’s meeting or
(ii) June 1 (beginning during the term of the Plan and after the
Initial Grant Date), each Non-Employee Director shall be granted a number of
shares of Restricted Stock equal to $50,000 divided by the Fair Market Value
per Share as of that date.


 


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6.2                               New Non-Employee Director Grants of Restricted Stock.  Each individual who first becomes a
Non-Employee Director after January 25, 2008, on a date other than the
date of the Company’s annual stockholder’s meeting, shall be granted a number
of shares of Restricted Stock as of the date such individual becomes a
Non-Employee Director equal to (x) divided by (y), where (x) is  $50,000 multiplied by a fraction, the numerator
of which is the number of whole months from the date such individual becomes a
Non-Employee Director to the next Company annual stockholder’s meeting and the
denominator of which is 12 and (y) is the Fair Market Value per Share as
of the date the individual first becomes a Non-Employee Director.


 


6.3                               Fractional
Shares.  No fractional shares shall be
granted under the Plan.  Accordingly, if
the conversion referred to in Sections 6.1 or 6.2 above results in fractional
shares, such fractional shares shall be paid to the Non-Employee Director in
cash.


 


Article 7.                                            Restricted
Stock Awards


 


7.1                               Terms
of Restricted Stock Awards.  Each Award Agreement evidencing a Restricted
Stock grant shall specify the period(s) of restriction, the number of
Shares of Restricted Stock subject to the Award, the performance, employment or
other conditions (including the termination of a Non-Employee Director’s
Service whether due to death, disability or other cause) under which the
Restricted Stock may be forfeited to the Company and such other provisions as
the Committee shall determine.  Any
Restricted Stock granted under the Plan shall be evidenced in such manner as
the Committee may deem appropriate, including book-entry registration or
issuance of a stock certificate or certificates (in which case, the certificate(s) representing
such Shares shall be legended as to sale, transfer, assignment, pledge or other
encumbrances during the Restriction Period and deposited by the Non-Employee
Director, together with a stock power endorsed in blank, with the Company, to
be held in escrow during the Restriction Period). At the end of the Restriction
Period, the restrictions imposed hereunder shall lapse with respect to the
number of shares of Restricted Stock as determined by the Committee, and the
legend shall be removed and such number of Shares delivered to the Non-Employee
Director (or, where appropriate, the Non-Employee Director’s legal
representative).  The Committee may, in
its sole discretion, modify or accelerate the lapsing of the restrictions
imposed on Restricted Stock.


 


7.2                               Voting
and Dividend Rights.  Unless
otherwise determined by the Committee and set forth in the applicable Award
Agreement, Non-Employee Directors holding Restricted Stock granted hereunder
shall not have the right to exercise voting rights with respect to the
Restricted Stock and shall not have the right to receive dividends on such
Restricted Stock.


 


7.3                               Section 83(b) Election.  If a Non-Employee Director
makes an election pursuant to Section 83(b) of the Code concerning
Restricted Stock, the Non-Employee Director shall be required to file promptly
a copy of such election with the Company.


 


7.4                               Deferral
of Restricted Stock Award


 


(a)                                  Deferral
Election.  Each
Non-Employee Director, so long as he or she remains in Service, may elect to
defer receipt of his or her Restricted Stock Award under the Plan by filing an
election to defer on a form provided by the Committee, in accordance with
Committee rules.  Such election must be
filed within thirty (30) days after the grant date of the Restricted Stock
Award, and may not be amended or revoked after the expiration of such thirty
(30) day period.  Notwithstanding any of
the foregoing, the Committee may from time to time set such other deadlines for
the filing of Non-Employee Director elections as it may determine 


 


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in its discretion, provided that such other deadlines would not result
in a violation of any of the requirements of Section 409A of the Code.


 


(b)                                 Special
Rule for Non-Employee Director’s First Year of Participation.  Any individual who is a Non-Employee Director
on the Initial Grant Date and any individual who becomes a Non-Employee
Director during a Fiscal Year pursuant to Section 6.3 thereafter, may file
a deferral election within thirty (30) days after the later of the Initial
Grant Date or becoming a Non-Employee Director. 
The Non-Employee Director’s election form shall apply to the portion of
the Restricted Stock Award granted with respect to services to be performed
subsequent to the election  and may not be
amended or revoked after the expiration of such thirty (30) day period.


 


(c)                                  Stock
Unit Account.  Any amount
of the Award deferred by a Non-Employee Director pursuant to Section 7.4(a) or
7.4(b) shall be converted into Stock Units.  The Stock Units deferred pursuant to this
provision shall be credited to a bookkeeping account established for this
purpose (the “Stock Unit Account”) in the name of each Non-Employee
Director who elects to defer.


 


(d)                                 Distribution
of Deferred Compensation.  Upon
the earlier of (i) termination of the Non-Employee Director’s Service for
any reason or (ii) the occurrence of a Change in Control, the amounts
credited to the Non-Employee Director’s Stock Unit Account shall be paid to
such Non-Employee Director (and after his or her death, to his or her
beneficiary) in a single distribution as soon as administratively possible
following such termination of Service or Change in Control.  Solely for purposes of this Section 7.4,
a “Change in Control” shall not be deemed to have occurred and no
distribution shall be made unless the Change in Control constitutes either a “change
in the ownership or effective control” of the Company, or a “change in
the ownership of a substantial portion of the assets” of the Company, as
described in Treas. Reg. § 1.409A-3(i)(5), as it may be amended from time
to time.


 


(e)                                  Form of
Distribution of Stock Unit Account.  Upon the
occurrence of any event giving rise to a distribution, amounts deferred under
this Plan shall be distributed in Shares in a single distribution.


 


(f)                                    Unsecured
General Creditor.  With respect
to Awards deferred, participating Non-Employee Directors, their beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interest in any specific property or assets of the Company.  The Company’s obligation under this Plan with
respect to the Stock Units shall be merely that of an unfunded and unsecured
promise of the Company to pay money in the future, and the rights of the
participating Non-Employee Directors and their beneficiaries shall be no
greater than those of unsecured general creditors.


 


Article 8.                                            Grants
of Stock Options


 


8.1                               Discretionary
Awards of Options.  The
Committee may, in its discretion, grant Non-Employee Directors additional Stock
Option Awards under the Plan.


 


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Article 9.                                            Stock
Options


 


9.1                               Terms
of Stock Option Awards.  Each
Option shall permit a Non-Employee Director to purchase from the Company a
stated number of Shares at an Option Price established by the Committee,
subject to the terms and conditions described in this Article 8 and to
such additional terms and conditions, as established by the Committee, in its
sole discretion, that are consistent with the provisions of the Plan.  Options are not intended to be “incentive
stock options” within the meaning Section 422 of the Code.  Options shall be evidenced by Award
Agreements which shall state the number of Shares covered by such Option and
the Option Price.  Such agreements shall
conform to the requirements of the Plan, and may contain such other provisions,
as the Committee shall deem advisable. 
The Option Price shall be determined by the Committee at the time of
grant, but shall not be less than 100% of the Fair Market Value of a Share on
the date of grant.  The term of each
Option shall be determined by the Committee at the time of grant and shall be
stated in the Award Agreement, but in no event shall such term be greater than
ten (10) years.


 


9.2                               Time of
Exercise.  Options
granted under this Article 8 shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each
instance approve, which terms and restrictions need not be the same for each
grant or for each Non-Employee Director.


 


9.3                               Method
of Exercise.  Except as
otherwise provided in the Plan or in an Award Agreement, an Option may be
exercised for all, or from time to time any part, of the Shares for which it is
then exercisable.  For purposes of this Article 8,
the exercise date of an Option shall be the later of the date a notice of
exercise is received by the Company and, if applicable, the date payment is
received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in
the following sentence.  The aggregate
Option Price for the Shares as to which an Option is exercised shall be paid to
the Company in full at the time of exercise at the election of the Non-Employee
Director (i) in cash or its equivalent (e.g., by cashier’s check), (ii) to
the extent permitted by the Committee, in Shares having a Fair Market Value
equal to the aggregate Option Price for the Shares being purchased and
satisfying such other requirements as may be imposed by the Committee, (iii) partly
in cash and, to the extent permitted by the Committee, partly in such Shares or
(iv) if there is a public market for the Shares at such time, subject to
such requirements as may be imposed by the Committee, through the delivery of
irrevocable instructions to a broker to sell Shares obtained upon the exercise
of the Option and to deliver promptly to the Company an amount out of the
proceeds of such sale equal to the aggregate Option Price for the Shares being
purchased.  The Committee may prescribe
any other method of payment that it determines to be consistent with applicable
law and the purpose of the Plan.


 


Article 10.                                     Vesting;
Termination of Service; Forfeiture of Awards.


 


10.1                        Vesting
of Awards.  Unless the
Award Agreement provides otherwise, Awards under the Plan shall vest, and
Options shall become exercisable, with respect to fifty percent (50%) of the
Shares subject to the Award on the first anniversary of the date of grant and
twenty-five percent (25%) on each of the second and third anniversaries of the
date of grant of the Award, provided that the Non-Employee Director’s Service
has not terminated prior to such anniversary dates.


 


10.2                        Termination
of Service.  Unless the
Award Agreement provides otherwise, any unvested Restricted Stock Awards or
Options shall expire and be forfeited upon termination of a Non-Employee
Director’s Service for any reason.  Any
vested outstanding Options shall expire on the earliest of: (i) the
expiration of their term or (ii) thirty (30) days following termination of
Service for any reason.


 


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Article 11.                                     Compliance
with Section 409A of the Code.


 


It is the intent of the
Company that Options and Restricted Stock Awards under the Plan shall be
structured such that the Awards do not provide for a deferral of compensation
as further set forth in Treas. Reg. § 1.409A-1(b)(5) and that any
deferral elected under Section 7.4 comply with all the requirements of Section 409A
of the Code.  It is expressly
contemplated that the Committee may, in its sole discretion and without a
Non-Employee Director’s prior consent, amend the Plan and/or Awards, adopt
policies and procedures, or take any other actions (including amendments,
policies, procedures and actions with retroactive effect) as are necessary or
appropriate to (a) exempt the Plan and/or any Award from the application
of Section 409A of the Code, (b) preserve the intended tax treatment
of any such Award, or (c) comply with the requirements of Section 409A
of the Code, Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the date of the grant (“Section 409A
Guidance”).  This Plan shall be
interpreted at all times in such a manner that the terms and provisions of the
Plan and Awards are exempt from or comply with Section 409A Guidance.


 


Article 12.                                     Adjustments


 


12.1                     Adjustments
in Authorized Shares.  In the
event of any corporate event or transaction (including, but not limited to, a
change in the Shares of the Company or the capitalization of the Company) such
as a merger, consolidation, reorganization, recapitalization, separation, stock
dividend, stock split, reverse stock split, split up, spin-off, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital
structure (other than normal cash dividends) to stockholders of the Company, or
any similar corporate event or transaction, the Committee, to prevent dilution
or enlargement of Non-Employee Directors’ rights under the Plan, shall
substitute or adjust, in its sole discretion, the number and kind of Shares
that may be issued under the Plan or under particular forms of Awards, the
number and kind of Shares subject to outstanding Awards, the Option Price
applicable to outstanding Awards and/or other value determinations applicable
to the Plan or outstanding Awards.


 


12.2                     Change
of Control.  Upon the
occurrence of a Change of Control, the Committee is authorized (but not obligated)
to make adjustments in the terms and conditions of outstanding Awards,
including, without limitation, the following (i) upon written notice,
provide that any outstanding Awards must be exercised, to the extent then
exercisable, within fifteen (15) days immediately prior to the scheduled
consummation of the event, or such other period as determined by the Committee
(in either case contingent upon the consummation of the event), and at the end
of such period, such Awards shall terminate to the extent not so exercised
within the relevant period, or (ii) all or any portion of outstanding
Awards, whether vested or unvested, shall be cancelled for fair value (as
determined in the sole discretion of the Committee and which may be zero)
which, in the case of Options, may equal the excess, if any, of the value of
the consideration to be paid in the Change of Control transaction to holders of
the same number of Shares subject to such Options (or, if no such consideration
is paid, Fair Market Value of the Shares subject to such outstanding Awards or
portion thereof being canceled) over the aggregate Option Price, as applicable,
with respect to such Awards or portion thereof being canceled.


 


Article 13.                                     Duration,
Amendment, Modification, Suspension, and Termination


 


13.1                        Duration
of the Plan.  Unless sooner
terminated as provided in Section 13.2, the Plan shall terminate on the
tenth (10th) anniversary of the Effective Date.


 


13.2                        Amendment,
Modification, Suspension, and Termination of Plan.  The Board may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof or any Award (or
Award Agreement) thereunder at any time; provided that no such amendment,
alteration, suspension, 


 


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discontinuation or termination shall be made (i) without
stockholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan, and (ii) without the
consent of the Non-Employee Directors, if such action would materially diminish
any of the rights of any Non-Employee Director under any Award theretofore
granted to such Non-Employee Director under the Plan; provided, however, the
Committee may amend the Plan, any Award or any Award Agreement in such manner
as it deems necessary to comply with applicable laws.


 


Article 14.                  General
Provisions


 


14.1                        No
Right to Service.  Neither the
Plan nor the grant of any Award nor any action by the Company or the Board
shall be held or construed to confer upon any person any right to continued
service as a Non-Employee Director.


 


14.2                        No Guarantees Regarding Tax Treatment.  Non-Employee Directors (or their
beneficiaries) shall be responsible for all taxes with respect to any Awards
under the Plan.  The Committee and the
Company make no guarantees to any person regarding the tax treatment of Awards
or payments made under the Plan.  Neither
the Committee nor the Company has any obligation to take any action to prevent
the assessment of any excise tax on any person with respect to any Award under Section 409A
of the Code or otherwise and none of the Company, any of its Subsidiaries or
Affiliates, or any of their employees or representatives shall have any
liability to a Non-Employee Director with respect thereto.


 


14.3                        Non-Transferability
of Awards.  Unless
otherwise determined by the Committee, an Award shall not be transferable or
assignable by the Non-Employee Director except in the event of his death
(subject to the applicable laws of descent and distribution) and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate.  An Award exercisable after
the death of a Non-Employee Director may be exercised by the legatees, personal
representatives or distributees of the Non-Employee Director.  Any permitted transfer of the Awards to heirs
or legatees of the Non-Employee Director shall not be effective to bind the
Company unless the Committee shall have been furnished with written notice
thereof and a copy of such evidence as the Committee may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions hereof.


 


14.4                        Conditions
and Restrictions on Shares.  The Committee
may impose such other conditions or restrictions on any Shares received in
connection with an Award as it may deem advisable or desirable.  These restrictions may include, but shall not
be limited to, a requirement that the Non-Employee Director hold the Shares received
for a specified period of time or a requirement that a Non-Employee Director
represent and warrant in writing that the Non-Employee Director is acquiring
the Shares for investment and without any present intention to sell or
distribute such Shares.  The certificates
for Shares may include any legend which the Committee deems appropriate to
reflect any conditions and restrictions applicable to such Shares.


 


14.5                        Compliance
with Law.  The granting of
Awards and the issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies, the NASDAQ Stock Market or other stock exchanges on
which the Shares are admitted to trading or listed, as may be required.  The Company shall have no obligation to issue
or deliver evidence of title for Shares issued under the Plan prior to:


 


(a)                                  Obtaining any
approvals from governmental agencies that the Company determines are necessary
or advisable; and


 


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(b)                                 Completion of
any registration or other qualification of the Shares under any applicable
national, state or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable.


 


The
restrictions contained in this Section 14.5 shall be in addition to any
conditions or restrictions that the Committee may impose pursuant to Section 14.4.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.


 


14.6                        Rights
as a Stockholder.  Except as
otherwise provided herein or in the applicable Award Agreement, a Non-Employee
Director shall have none of the rights of a stockholder with respect to Shares
covered by any Award until the Non-Employee Director becomes the record holder
of such Shares.


 


14.7                        Severability.  If any provision of the Plan
or any Award is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction, Person,
or Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.


 


14.8                        Unfunded
Plan.  Non-Employee Directors shall
have no right, title, or interest whatsoever in or to any investments that the
Company or any of its Subsidiaries or Affiliates may make to aid it in meeting
its obligations under the Plan.  Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Non-Employee Director, beneficiary,
legal representative, or any other person. 
To the extent that any person acquires a right to receive payments from
the Company, any of its Subsidiaries or Affiliates under the Plan, such right
shall be no greater than the right of an unsecured general creditor of the
Company a Subsidiary or Affiliate, as the case may be.  All payments to be made hereunder shall be
paid from the general funds of the Company, a Subsidiary or Affiliate, as the
case may be, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts.  The Plan is not subject to the U.S. Employee
Retirement Income Security Act of 1974, as amended from time to time.


 


14.9                        No
Constraint on Corporate Action.  Nothing in the
Plan shall be construed to (a) limit, impair, or otherwise affect the
Company’s, its Subsidiary’s or Affiliate’s right or power to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell, or
transfer all or any part of its business or assets, or (b) limit the right
or power of the Company its Subsidiary or Affiliate to take any action which
such entity deems to be necessary or appropriate.


 


14.10                 Successors.  All obligations of the Company under the Plan
with respect to Awards granted hereunder shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Company.


 


10

















 


14.11                 Governing
Law.  The Plan and each Award
Agreement shall be governed by the laws of the State of Delaware, excluding any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of the Plan to the substantive law of another
jurisdiction.


 


14.12                 Effective
Date.  The Plan shall be effective as
of November 18 2008 (the “Effective Date”).


 


(Signature page follows.)


 


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This Plan was duly adopted and approved by the Board
of the Company at a meeting held on the 21st day of October 2008.


 


 


	
   

  	
   

  
	
  J. Coley Clark

  	
   

  
	
  Chairman and Chief
  Executive Officer

  	
   

  



 


[SIGNATURE PAGE TO BANCTEC, INC.


AMENDED AND RESTATED 2007 NON-EMPLOYEE DIRECTOR
EQUITY PLAN]