Exhibit 10.28


 


BancTec, Inc.


2007 Non-Employee Director Equity Plan

Restricted Stock Unit Award Agreement


 


SECTION 1.   GRANT OF RESTRICTED STOCK UNIT AWARD.


 


(a)                                  Award.  On the terms and conditions set forth in this
Restricted Stock Unit Award Agreement (this “Agreement), BancTec, Inc.
(the “Company”) hereby grants to the undersigned director of the Company
(the “Grantee”) the Restricted Stock Units, in the amount set forth on
the signature page hereto (collectively, the “Units”), pursuant to
and in accordance with the terms of the Amended and Restated 2007 Non-Employee
Director Equity Plan (the “Plan”).


 


(b)                                 Adjustment
of Award.  The number
of Units subject to this Award is subject to adjustment following the
occurrence of certain events affecting the Company, as provided in Article 12
of the Plan.


 


(c)                                  Equity
Plan and Defined Terms.  The
Units are granted under and subject to the terms of the Plan.  Capitalized terms used, but not defined
herein, shall have the meaning given to such terms in the Plan.


 


SECTION 2. 
SECURITIES LAW ISSUES.


 


(a)                                  Securities
Not Registered.  Neither the
Units nor the underlying Shares have been registered under the Securities
Act.  To the extent any securities are
deemed issued in respect of the Units, they are being issued to the Grantee in
reliance upon either (i) a registration of such securities under
applicable securities laws or (ii) an exemption from registration under
applicable securities laws.


 


(b)                                 Grantee
Representations.  The Grantee
hereby confirms that he or she has been informed that any securities issued
pursuant to this Award are “restricted securities” under the Securities Act
which may not be resold or transferred unless they are first registered under
the Securities Act or unless an exemption from such registration is
available.  Accordingly, the Grantee
hereby represents and acknowledges as follows:


 


(i)                                   The Units and
any Shares issued in settlement thereof are being acquired for investment, and
not with a view to sale or distribution thereof;


 


(ii)                                The Grantee is
prepared to hold the Units and any Shares issued in settlement thereof for an
indefinite period and is aware that Rule 144 promulgated under the
Securities Act (which exempts certain resales of securities) is not presently
available to exempt the resale of the Units and any Shares issued in settlement
thereof from the registration requirements of the Securities Act.


 


(iii)                             The Grantee is
an “accredited investor” within the meaning of Rule 501(e) of
Regulation D of the Securities Act by virtue of the Grantee’s position with the
Company, income, assets or otherwise.


 


(c)                                  Registration.  Except as set forth in this Section 2(c),
the Company may, but shall not be obligated to, register or qualify the award
of the Units or Shares issued in settlement thereof to the


 

















 


Grantee
under the Securities Act or any other applicable law.  If so registered or qualified, the Company
shall register the Shares issued in settlement of this Award on a Form S-8,
in ordinary course, upon becoming eligible to do so.


 


(d)                                 Additional
Restrictions.  The Units
and any Shares issued in settlement thereof are subject to such additional
restrictions as are set forth in any employment or consulting agreement between
the Grantee and the Company or any Subsidiary or Affiliate, as well as such
other restrictions that in the judgment of the Company are legally required to
achieve compliance with the Securities Act or the securities laws of any state
or any other law.


 


(e)                                  Grantee
Undertaking.  The Grantee
agrees to take whatever additional actions and execute whatever additional
documents that in the judgment of the Company are required to carry out or
effect one or more of the obligations or restrictions imposed on the Grantee,
Units or Shares pursuant to the provisions of this Agreement or to comply with
applicable laws.


 


SECTION 3. TRANSFER


 


General Rule.  Unless otherwise determined
by the Committee, the Units may not be transferred to any person except in the
event of death (subject to the applicable laws of descent and distribution).


 


SECTION 4. 
VESTING SCHEDULE.


 


The Units subject to this
Award will vest, in consideration of prior services rendered, upon the Grantee’s
execution and delivery of this Agreement.


 


SECTION 5. 
SETTLEMENT OF UNITS.


 


(a)                                  Time of
Settlement.  Subject to
the terms of the Plan and this Agreement, the value of Units granted hereunder
shall be settled on in cash on or about 180 calendar days following the Grantee’s
termination of service on the Company’s Board of Directors.


 


(b)                                 Shareholder
Rights.  The Grantee (or any successor
in interest) shall not have any of the rights of a shareholder (including,
without limitation, voting, dividend and liquidation rights) with respect to
the Units.


 


(c)                                  Withholding
Requirements.  Settlement
amounts will be less applicable required income and employment tax withholdings
unless the Grantee makes alternative provision for tax withholding with the
Company.


 


(d)                                 No
Fractional Shares.  No scrip or
fractional certificates will be issued with respect to any Shares issued in
settlement of the Units.  If a
Participant would otherwise be entitled to receive fractional Shares in respect
of the Units, the Company shall round the number of Shares to be received to
the closest whole Share; provided that in no event shall a Participant receive
more than the total number of Shares subject to the Award, as may be adjusted
pursuant to Article 12 of the Plan. 
If  the number of Shares received
by a Participant has been rounded down, the Company shall pay the Grantee cash
in lieu of the fractional Shares credited to the Grantee.


 


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SECTION 6. 
MISCELLANEOUS PROVISIONS.


 


(a)                                  Tenure.  Nothing in the Agreement or the Plan or 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.


 


(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 and the Plan (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
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, 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.


 


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


 


 


	
   

  	
   

  	
  BANCTEC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  
	
   

  	
   

  	
   

  	
  J. Coley Clark

  
	
   

  	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GRANTEE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted and Agreed to

  	
   

  	
   

  	
   

  
	
  as of
                                    ,
  2009:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Name of Director]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Granted Units:

  	
   

  	
   

  	
   

  
	
  Grant Number: