Exhibit 10.31


 


SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
Second Amendment to Employment Agreement (this “Amendment”) is made and
entered into as of June 1, 2009, by and between BancTec, Inc., a
Delaware corporation (the “Company”) and the undersigned executive
officer of the Company (the “Executive” or “you”).


 


RECITALS:


 


WHEREAS,
the parties hereto entered into that certain (i) Employment Agreement,
dated May 27, 2007 (the “Original Employment Agreement”), and (ii) First
Amendment to Employment Agreement, dated August 1, 2008 (together with the
Original Employment Agreement, the “Employment Agreement”); and


 


WHEREAS,
the parties hereto desire to amend the Employment Agreement in accordance with Section XII
thereof, as provided in this Amendment.


 


NOW, THEREFORE,
in exchange for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.             The parties acknowledge and agree that the following
is added as new Section III, Subsection G of the Employment Agreement:


 


G.            Immediate Vesting of Equity Incentive
Awards Prior to Change of Control. 
Notwithstanding anything to the contrary contained in the Equity Plan
(as defined below) or other similar equity plan, if a Change of Control (as defined
below) occurs, all
equity awards granted to the Executive during the Employment Term shall vest
and (for option grants) become immediately exercisable immediately prior to the
occurrence of the Change of Control, and (for option grants) shall be exercisable
until the earlier to occur of (i) the end of the award term as set forth
in the applicable award agreement(s) or (ii) ninety (90) days after
the termination date of the Executive’s employment, after which all such awards
shall expire and be of no further force or effect.  The vesting and exercisability provided for
in the previous sentence shall be subject to all provisions relating to
post-employment exercises set forth in the applicable equity plan and award
agreement(s).


 


2.             The parties acknowledge and agree that the last
paragraph of Section IV, Subsection C of the Employment Agreement is
hereby deleted and replaced in its entirety by the following:


 


For
purposes of this Agreement, “Change of Control” shall have the same
meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity
Plan”).  For the avoidance of doubt,
if the Executive receives severance benefits as set forth in this 


 

















 


Section IV.C.,
such benefits shall be in lieu of any severance benefits set forth in Section IV.B.
herein.


 


3.             The parties acknowledge and agree that the following
new paragraph is added to the end of Section III, Subsection B of the
Employment Agreement


 


Notwithstanding the foregoing, the parties agree that with respect to
Executive’s bonus under the Company’s 2009 Executive Incentive Plan (the “2009
EIP”) (which Plan replaced the Profit Share Plan referenced above), if the
Company has not yet paid bonuses to substantially all 2009 EIP participants
under the 2009 EIP by March 31, 2009, the Company shall pay to Executive
the Company’s best estimate of the bonus due to Executive under the 2009 EIP (the
“2009 EIP Estimated Amount”) on or before March 31, 2009.  As soon as practicable after the date that
bonuses are paid to substantially all EIP participants, the Company shall
determine the definitive amount of bonus that was actually due to Executive
under the 2009 EIP.  If the 2009 EIP
Estimated Amount exceeds the actual amount due, then the Company shall cause
BancTec Limited to withhold the amount of overpayment from the Executive’s base
salary payments until such overpayment is repaid.  If the 2009 EIP Estimated Amount is less than
the actual amount due, the Company shall cause BancTec Limited to pay to
Executive the difference as soon as reasonably practicable.


 


4.             The parties hereby acknowledge and agree that except
as expressly provided above, the balance of the Employment Agreement remains
unchanged and is hereby ratified and confirmed in all respects.


 


5.             All capitalized terms used herein which are not
otherwise herein defined shall have the meanings ascribed to them in the
Employment Agreement.


 


6.             This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas, as applied to contracts made
and performed within the State of Texas.


 


7.             The parties hereto may sign any number of copies or
counterparts of this Amendment.  Each
signed copy or counterpart shall be an original, but each of them together
shall represent the same agreement.


 


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remainder of this page is intentionally left blank.]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first above written, to be effective and binding as of such date.


 


 


	
  EXECUTIVE

  	
   

  	
  BANCTEC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Michael Peplow

  	
   

  	
  J. Coley Clark

  
	
   

  	
   

  	
  Chairman and Chief
  Executive Officer

  



 


 


[SIGNATURE PAGE TO
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT]