Exhibit 10.27


 


 


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 (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 the
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.


 


SECTION 4.  TERMINATION OF SERVICE.


 


If the Grantee’s employment with the Company
terminates for any reason, (including, without limitation, as a result of the
Grantee’s death or disability (as defined by the Company’s disability policy), (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 


 


2

















 


Restricted Shares when his or her employment is
terminated.  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.  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
any employment agreement between the Grantee and the Company, if applicable
(the “Employment Agreement”), 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 Plan and any Employment Agreement (as applicable) 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.


 


[Signature page follows.]


 


3

















 


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]

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  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.