Exhibit
10.39


 





 


BancTec Executive Incentive Plan — FY 2009


 


	
  Participant Name:

  	
  Participant’s Leader:

  
	
  Participant Title:

  	
  Business Unit:

  
	
  Target Percentage:

  	
   

  



 


Individual Participant
Allocation Levels (fill in percentages per Section 7 below):


 


Business Unit             
Corporate             
Personal Objectives      


 


BancTec’s Executive
Incentive Plan (“EIP” or the “Plan”) is an incentive plan designed to reward
key BancTec leaders for their contributions in helping BancTec meet 2009
financial objectives. The payout of the plan will be determined on achieving
EBITDA targets.


 


Basics of the Executive Incentive Plan


 


1.             Executive Incentive Target Percentage.  Each participant will be assigned an  Executive Incentive Target Percentage which will be disclosed to the
participant by his or her leader. This will be a percentage of the participant’s
actual earnings during 2009 minus commissions, awards, draws, prizes and any
additional or special bonus payments.


 


2.             Eligibility.  BancTec employees eligible for the 2009 Plan
are the Chief Executive Officer, Senior Vice Presidents, the Vice President of
Marketing, the General Counsel and their direct reports.


 


3.             Corporate Threshold:  For 2009, no Executive Incentive bonus will be
paid unless BancTec achieves Net EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization) of at least $25 million.


 


4.             Corporate Payout:  If BancTec’s Net EBITDA is above the Corporate
Threshold, then the Executive Incentive Payout Percentage will be scaled
according to the following table:


 


	
   

  	
  Net EBITDA

  	
   

  	
  Payout %

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  $25 million

  	
   

  	
  20

  	
  %

  	
   

  	
   

  
	
   

  	
  $26 million

  	
   

  	
  50

  	
  %

  	
   

  	
   

  
	
   

  	
  $27 million

  	
   

  	
  100

  	
  %

  	
   

  	
   

  
	
   

  	
  $28 million

  	
   

  	
  110

  	
  %

  	
   

  	
   

  
	
   

  	
  $29 million

  	
   

  	
  120

  	
  %

  	
   

  	
   

  
	
   

  	
  $30 million and above

  	
   

  	
  130

  	
  %

  	
   

  	
   

  



 


5.             Unit Performance:  If BancTec’s
performance is above the Corporate Threshold, then the Unit Executive Incentive
Payout Percentage will be scaled according to the following


 


1

















 


table. Gross EBITDA is defined as Earnings Before
Interest, Taxes, Depreciation and Amortization and bonus accruals.


 


	
   

  	
  Business Unit Gross

  	
   

  	
   

  	
   

  
	
   

  	
  EBITDA Attainment

  	
   

  	
  Payout %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  85%

  	
   

  	
   

  	
  20%

  	
   

  	
   

  
	
   

  	
  90%

  	
   

  	
   

  	
  50%

  	
   

  	
   

  
	
   

  	
  100%

  	
   

  	
   

  	
  100%

  	
   

  	
   

  
	
   

  	
  Above
  100%

  	
   

  	
   

  	
  Equal
  to the lesser of the percentage of Business  Unit Gross EBITDA attainment or Corporate Net EBITDA attainment, but
  not less than 100%

  	
   

  



 


6.             Personal
Objectives:  Personal objectives development and
measurement will be handled by the Business Unit Senior Vice President (or Vice
President, if there is no Senior Vice President). Personal objectives must be
specified by the relevant Business Unit leader and provided to the Human
Resources department before July 31, 2009 for the Participant to be
eligible for that portion of the Participant’s bonus.


 


7.             Allocation
Percentage.  All participants at the CEO and SVP level
(including the General Counsel and Vice President of Marketing) will be
assigned an Allocation Percentage which is based 100 percent on the total
Corporate performance target. Participants at the GM/VP level will have an
allocation percentage based on a ratio of 50 percent Corporate performance and
50 percent on applicable Business Unit performance. Director level participants
(including Finance VPs and Directors) will have an allocation percentage based
on a ratio of 75 percent Corporate performance and 25 percent personal
objectives.


 


NOTE: Notwithstanding any other
provision of this Plan, no Executive Incentive Plan bonus will be paid to any
participant unless the minimum Corporate Threshold is attained.


 


8.             Examples:


 


(a)           Assume a Participant’s annual salary is $100,000, his Executive Incentive
Plan  Target Percentage is 25 percent, and because he is
an SVP his Allocation Percentage indicates that 100 percent of his Executive
Incentive Bonus will be based upon the Corporate performance target.


 


(i)            If BancTec achieves Net EBITDA attainment of $27 million, the  Participant’s Executive Incentive Bonus will be $25,000.


 


	
   

  	
  Corporate Net EBITDA

  	
   

  	
  $

  	
  27 million

  	
   

  	
   

  	
   

  
	
   

  	
  EIP funding level (see table above)

  	
   

  	
  100

  	
  %

  	
   

  	
   

  



 


	
   

  	
  Potential Bonus Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Total potential payout

  	
   

  	
  $

  	
  25,000

  	
   

  
	
   

  	
  Plan funding level

  	
   

  	
  100

  	
  %

  
	
   

  	
  Total Actual Bonus Payout

  	
   

  	
  $

  	
  25,000

  	
   

  



 


2

















 


(ii)           If BancTec achieves Net EBITDA
attainment of $26 million, the Participant’s Executive Incentive Bonus will be
$12,500:


 


	
   

  	
  Potential Bonus Amount

  	
   

  	
   

  	
   

  
	
   

  	
  Total potential payout

  	
   

  	
  $

  	
  25,000

  	
   

  
	
   

  	
  Plan funding level

  	
   

  	
  50

  	
  %

  
	
   

  	
  Total Actual Bonus Payout

  	
   

  	
  $

  	
  12,500

  	
   

  



 


(b)           Assume a
Participant’s annual salary is $100,000 and her Executive Incentive Target
Percentage is 25 percent. Assume also that this Participant is at the GM/VP
level with an Allocation Percentage based 50 percent on the Corporate
performance target and 50 percent on the relevant Business Unit’s performance
target.


 


If
BancTec achieves Net EBITDA attainment of 27 million and the Business Unit
achieves 90% of its Gross EBITDA target, the Participant’s bonus will be
$18,750.


 


	
   

  	
  Corporate portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Target Payout Amount (25,000 X 50%):

  	
   

  	
  $

  	
  12,500

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Payout %

  	
   

  	
  100

  	
  %

  	
   

  	
   

  
	
   

  	
  Corporate Payout

  	
   

  	
  $

  	
  12,500

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Business Unit portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Unit Target Payout Amount (25,000 X 50%):

  	
   

  	
  12,500

  	
   

  	
   

  	
   

  
	
   

  	
  Unit Payout %

  	
   

  	
  50

  	
  %

  	
   

  	
   

  
	
   

  	
  Unit Payout

  	
   

  	
  $

  	
  6,250

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Actual Bonus Payout: Corporate plus Unit
  Payout

  	
   

  	
  $

  	
  18,750

  	
   

  	
   

  	
   

  



 


(c)           Assume a
Participant’s annual salary is $100,000 and her Executive Incentive Target
Percentage is 25 percent. Assume also that this Participant is at the Director
level with an Allocation Percentage based 75 percent on the Corporate
performance target and 25 percent on individual performance objectives. Assume
also that the individual achieved 70% of her assigned performance objectives.


 


If
BancTec achieves Net EBITDA attainment of 28 million, the Participant’s bonus
will be $25,000.


 


	
   

  	
  Corporate portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Target Payout Amount (25,000 X 75%):

  	
   

  	
  $

  	
  18,750

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Payout %

  	
   

  	
  110

  	
  %

  	
   

  	
   

  
	
   

  	
  Corporate Payout

  	
   

  	
  $

  	
  20,625

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Performance Objective portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Objective Target Payout Amount (25,000 X 25%):

  	
   

  	
  $

  	
  6,250

  	
   

  	
   

  	
   

  
	
   

  	
  Objective Payout % Achieved

  	
   

  	
  70

  	
  %

  	
   

  	
   

  
	
   

  	
  Objective Payout (multiply together)

  	
   

  	
  $

  	
  4,375

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Actual Bonus Payout:

  	
   

  	
  $

  	
  25,000

  	
   

  	
   

  	
   

  



 


3

















 


9.             Revenue Growth Incentive.  If BancTec’s 2009 corporate revenues exceed BancTec’s
2008 revenues by ten percent (10%) or more (after adjusting for divestitures
and currency  fluctuations), to the
extent that sufficient EBITDA is earned in excess of the Corporate Threshold in
order to cover the cost of this Revenue Growth Incentive, each individual
Participant’s Total Actual Bonus Payout (calculated in accordance with the
other provisions of this Plan) will increase by 20% of such calculated Total
Actual Bonus Payout. For example, if a Participant’s Total Actual Bonus Payout
calculated pursuant to this Plan is $20,000, such Participant will receive a
20% increase (or $4,000) such that the bonus actually paid shall be $24,000.


 


Questions?


 


If you have any questions regarding the 2009
Executive Incentive Plan, please contact the Director of Human Resources.


 


Other Executive Incentive Plan
Provisions


 


1.             The term “Business Unit” as used herein shall mean a) the EMEA
business unit, b) the Americas business unit, or, for all persons not in either
the EMEA or Americas business units, c) the Corporate business unit.


 


2.             Worldwide Application:  The EIP will be applied to BancTec business
units worldwide unless contrary to applicable law.


 


3.             No Change to Employment Terms:  None of the information relating to the 2009
EIP contained herein is intended to or will give special rights or privileges
to specific individuals or to entitle any person to remain employed by BancTec.
Although some of the guidelines set forth herein may suggest that certain
procedures or steps be followed, these procedures should not be interpreted as
altering an individual’s employment relationship and do not constitute an
employment contract or other commitment to continued employment or compensation
of any kind. In addition, any bonus under this Plan is not to be construed or
interpreted as an integral part of the participant’s compensation.
Participation in the Plan in any given year does not guarantee participation in
the Plan in subsequent years nor is there any guarantee the Plan itself will be
in effect in subsequent years.


 


4.             Extraordinary Gains and Losses:  EBITDA calculations will exclude any gain or
loss on the sale of assets or extraordinary items not included in the relevant
budget.


 


5.             Foreign Exchange Rate Gain and Losses:  EBITDA calculations will exclude foreign
exchange rate gain or losses.


 


6.             Non-cash Compensation Expenses:  EBITDA calculations will exclude non-cash
compensation expenses.


 


7.             Local Currency:  All EIP bonuses will be paid in local
currency.


 


8.             Bank Covenants:  Bank Covenant compliance is required in order
to pay EIP bonuses unless compliance has been waived by the relevant lender(s).


 


9.             Time of Payment:  EIP bonus payments are scheduled to be made
(less applicable withholding taxes and routine deductions) as soon as
practicable following completion of the corporate fiscal year 2009 audit but in
no event later than June 30, 2010.


 


4

















 


10.           Employment Requirement:  Unless otherwise specified by a written
contractual arrangement, to be eligible to receive any bonuses pursuant to this
Plan, the participant must be an active employee of BancTec on the date BancTec
pays the 2009 EIP bonuses with one exception: if an employee (a) is
involuntarily separated from BancTec after December 31, 2009 but before the
date bonuses are paid and (b) such employee becomes eligible for extended
severance payments under BancTec’s then-current Severance Policy (including
signing a general release and complying with all other requirements specified
in such Severance Policy), then such employee will be eligible to receive his
or her bonus on the date EIP bonuses are paid. Other than as specified in the
immediately preceding sentence, separation from BancTec for any reason prior to
receiving a bonus payment pursuant to EIP will result in forfeiture of all
potential payment eligibility regardless of any objectives achieved or company,
business unit or regional financial performance while employed.


 


11.           Discretionary Awards:  Notwithstanding any other provision of this
Plan, the amount of the bonus, if any, will be based upon corporate, business
unit and regional financial performance as well as the participant’s ongoing
performance which is to be determined at the sole discretion of the BancTec
Chief Executive Officer. BancTec’s Chief Executive Officer has the sole
discretion to determine the amount, if any, or no amount for which a
participant may be eligible. In the case of the Chief Executive Officer, such
discretionary authority shall be vested in the Compensation Committee of the
Board of Directors. Notwithstanding the foregoing, the Compensation Committee
of the Board of Directors and/or the full Board of Directors may increase,
reduce or eliminate any payout under this Plan or alter this plan at their
discretion.


 


12.           Proration:  Bonus payouts will be prorated for the
following individuals unless prohibited by applicable law: participants who
become eligible after January 1, 2009 based upon the date they were added
to EIP; participants removed from EIP due to change in position or transfer (if
objectives have been successfully completed during their eligibility period);
and participants who were on Short-Term Disability or Long-Term Disability
during the Plan year.


 


13.           Term:  This Plan is effective as of January 1,
2009, and will remain in effect through the fiscal year ending December 31,
2009.


 


14.           Amendment; Cancellation:  BancTec reserves the right, in its sole
discretion, to amend or cancel this Plan at any time without notice.


 


15.           Disputes:  Any disputes relating to this Plan must be in
writing and addressed to the Chief Executive Officer of BancTec, Inc. All
decisions of the Chief Executive Officer are final.


 


16.           Governing Law:  This Plan is issued from the Company’s
worldwide headquarters in Irving, Texas, and shall be governed in accordance
with the laws of the State of Texas unless applicable law provides otherwise.


 


 


	
   

  	
   

  	
   

  
	
  Participant
  Signature :

  	
   

  	
  Leader’s
  Signature :

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed
  Name 

  	
  Date     

  	
   

  	
  Printed
  Name

  	
  Date     

  
					



 


*acceptable
signatures are electronic digital or handwritten

*approved objectives and a signed Plan document must be submitted to HR


 


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