Exhibit 10.37


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made as of this [                ]
day of [              ],
[      ], between BancTec, Inc., a Delaware
corporation (the “Company”), and the undersigned director of the Company
(the “Indemnified Party”).


 


WITNESSETH:


 


WHEREAS,
the Indemnified Party is currently serving as a director of the Company;


 


WHEREAS,
in order to induce the Indemnified Party to continue to serve as a director of
the Company, the board of directors (the “Board”) of the Company has
determined that it is in the best interests of the Company that the Company
enter into this contract with the Indemnified Party; and


 


WHEREAS,
certain capitalized terms used in this Agreement are defined in Section 10
hereof.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and the Indemnified Party do hereby covenant and agree as follows:


 


1.                                       Proceedings Other Than Proceedings by or
in the Right of the Company.


 


The Indemnified Party shall be entitled to the indemnification rights
provided in this Section 1 if, by reason of his Corporate Status
(as hereinafter defined), he is, or is threatened to be made, a party to any
threatened, pending or completed Proceeding (as hereinafter defined), other
than a Proceeding by or in the right of the Company.  Pursuant to this Section 1, the
Indemnified Party shall be indemnified against Expenses (as hereinafter
defined), judgments, penalties, fines, settlements and other amounts actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if he acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company.  Notwithstanding
the foregoing, no indemnification shall be made in any criminal Proceeding
unless a majority of the Disinterested Directors (as hereinafter defined)
determines that the Indemnified Party did not receive, participate in or share
in any pecuniary benefit to the detriment of the Company, had no reasonable
cause to believe his conduct was unlawful and, in view of all the circumstances
of the case, the Indemnified Party is fairly and reasonably entitled to
indemnity for Expenses or liabilities.


 


2.                                       Proceedings by or in the Right of the
Company.


 


The Indemnified Party shall be entitled to the indemnification rights
provided in this Section 2, if, by reason of his Corporate Status,
he is, or is threatened to be made, a party to any threatened, pending or
completed Proceeding brought by or in the right of the Company to procure a
judgment in its favor.  Pursuant to this Section 2,
the Indemnified Party shall be indemnified against Expenses to the extent
actually and reasonably incurred by him or on his behalf in connection with 


 

















 


such Proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company.  Notwithstanding the foregoing, no
indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which the Indemnified Party shall have
been adjudged to be liable to the Company if applicable law prohibits such
indemnification; provided, however, that, if applicable law so permits,
indemnification against Expenses shall nevertheless be made by the Company,
despite such adjudication of liability, if and only to the extent that the
Court of Chancery of the State of Delaware, or the court in which such
Proceedings shall have been brought or is pending, shall determine.


 


3.                                       Indemnification of Expenses of a Party
Who is Wholly or Partly Successful.


 


Notwithstanding any other provision of this Agreement, to the extent
that the Indemnified Party is, by reason of his Corporate Status, a party to
and is successful, on the merits or otherwise, in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.  If the
Indemnified Party is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify the
Indemnified Party against all Expenses actually and reasonably incurred by him
or on his behalf in connection with each successfully resolved claim, issue or
matter, but only if and to the extent that the court in which such Proceedings
shall have been brought or is pending shall determine that, in view of all the
circumstances of the case, the Indemnified Party is fairly and reasonably
entitled to indemnity for such Expenses. 
For the purposes of this Section 3 and without limitation,
the termination of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


4.                                       Procedure for Determination of
Entitlement to Indemnification; Enforcement Rights.


 


(a)                                  To obtain indemnification under this
Agreement, the Indemnified Party shall submit to the Company a written request,
including such documentation and information as is reasonably available to the
Indemnified Party and is reasonably necessary to determine whether and to what
extent the Indemnified Party is entitled to indemnification.  The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board in writing
that the Indemnified Party has requested indemnification.


 


(b)                                 The Indemnified Party’s entitlement to
indemnification under any of Sections 1, 2 or 3 of this
Agreement shall be determined in the specific case: (i) by a majority vote
of a quorum of the Board consisting of Disinterested Directors; (ii) by a
committee of Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though 


 


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less than a
quorum; (iii) by Independent Counsel (as hereinafter defined), in a
written opinion, if a quorum of the Board consisting of Disinterested Directors
is not obtainable or a majority of Disinterested Directors so directs; or (iv) by
the stockholders of the Company.


 


(c)                                  If (i) the determination of the
Indemnified Party’s entitlement to indemnification pursuant to Section 4(b) hereof
shall not have been made within sixty (60) days after receipt by the Company of
the written request for indemnification or (ii) a claim or request under
this Agreement, for indemnification is not paid by the Company, or on its
behalf, within sixty (60) days after written request for payment thereof has
been received by the Company, the Indemnified Party may, but need not, bring
suit against the Company seeking a determination that the Indemnified Party is
entitled to indemnification or to recover the unpaid amount of the claim or request,
as applicable, and subject to Section 18, the Indemnified Party
shall also be entitled to be paid for the expenses (including attorneys’ fees)
of bringing such action.  The Indemnified
Party shall commence such proceeding seeking such adjudication within 180 days
following the date on which the Indemnified Party first has the right to
commence such proceeding pursuant to this Section 4(c).  It shall be a defense to any such action that
the Indemnified Party has not met the standards of conduct which make it
permissible under applicable law for the Company to indemnify the Indemnified
Party for the amount claimed.  The court
in which such action is brought shall determine whether the Indemnified Party
or the Company shall have the burden of proof concerning whether the
Indemnified Party has or has not met the applicable standard of conduct.  The Indemnified Party shall be entitled to
receive interim payments of expenses on the terms and conditions set forth in Section 5.  The parties hereto intend that, if the
Company contests the Indemnified Party’s right to indemnification, the question
of the Indemnified Party’s right to indemnification shall be a decision for the
court and no presumption regarding whether the applicable standard has been met
will arise based on any determination or lack of determination thereof by the
Company (including the Board or any committee thereof, its Independent Counsel
or its stockholders).


 


(d)                                 At the time of the receipt of a notice of
a claim pursuant to Sections 1, 2 or 3 hereof, the
Company shall give reasonably prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the
respective policies.  The Company and the
Indemnified Party shall use their reasonable efforts to cause such insurers to
pay, on behalf of the Indemnified Party, all amounts payable as a result of
such proceeding in accordance with the terms of such policies.


 


(e)                                  In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnified Party, who shall do all things
that may be necessary to 


 


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secure such
rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.


 


5.                                       Advancement of Expenses:


 


The Company shall advance all Expenses incurred by or on behalf of the
Indemnified Party in connection with any Proceeding within twenty (20) days
after the receipt by the Company of a written statement or statements
(including documentation supporting the Expenses intended to be covered by such
advance as may be reasonably requested by the Company) from the Indemnified
Party requesting such advance or advances from time to time, whether prior to
or after final disposition of such Proceeding; provided, however,
that the Company shall not be required to advance any such Expenses in
connection with a criminal Proceeding in which the Indemnified Party is alleged
to have engaged in a scheme to commit fraud for the Indemnified Party’s
personal pecuniary benefit, and a majority of the Disinterested Directors
determines that, based on the information then available, there is a reasonable
likelihood that (i) the Indemnified Party’s conduct was unlawful and (ii) the
Indemnified Party had or should have had reasonable cause to believe his
conduct was unlawful.  The Indemnified
Party shall, and hereby undertakes to, repay any Expenses advanced only if, and
to the extent that, it shall ultimately be determined the Indemnified Party is
not entitled to be indemnified against such Expenses.


 


6.                                       Presumptions and Effect to Certain
Proceedings.


 


The termination of any Proceeding described in any of Sections 1,
2, or 3 of this Agreement, or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself create a presumption that (i) the Indemnified
Party did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Company or (ii) with
respect to any criminal Proceeding, that the Indemnified Party had reasonable
cause to believe that his conduct was unlawful.


 


7.                                       Exceptions.


 


Notwithstanding any other provision herein to the contrary, the Company
shall not be obligated pursuant to the terms of this Agreement:


 


(a)                                  To indemnify or advance expenses to the
Indemnified Party with respect to proceedings or claims initiated or brought
voluntarily by the Indemnified Party and not by way of defense, except as
provided in Section 4(c) hereof with respect to proceedings
brought to establish or enforce a right to indemnification under this Agreement
or any other statute or law or as otherwise required under the Delaware General
Corporation Law, but such indemnification or advancement of expenses 


 


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may be provided by
the Company in specific cases if the Board has approved the initiation or
bringing of such suit;


 


(b)                                 To indemnify the Indemnified Party for
any expenses incurred by the Indemnified Party with respect to any proceeding
instituted by the Indemnified Party to enforce or interpret this Agreement, if
a court of competent jurisdiction determines that such proceeding was not made
in good faith or was frivolous;


 


(c)                                  To indemnify the Indemnified Party for
expenses or liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) that have been paid or are required to be paid directly to the
Indemnified Party by an insurance carrier under a policy of officers’ and
directors’ liability insurance maintained by the Company;


 


(d)                                 To indemnify the Indemnified Party for
expenses and the payment of profits arising from the purchase and sale by the
Indemnified Party of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any similar successor statute;
or


 


(e)                                  To indemnify the Indemnified Party for
any acts or omissions or transactions from which a director may not be relieved
of liability under Section 102(b)(7) of the Delaware General
Corporation Law.


 


8.                                       Notification and Defense of Claim.


 


Promptly after receipt by the Indemnified Party of notice of the
commencement of any Proceeding, the Indemnified Party will, if a claim in
respect thereof is to be made against the Company under this Agreement, notify
the Company of the commencement thereof; but the omission to notify the Company
will not relieve the Company from any liability which it may have to the
Indemnified Party otherwise than under this Agreement.  With respect to any such Proceeding as to
which the Indemnified Party notifies the Company of the commencement thereof:


 


(a)                                  The Company will be entitled to
participate therein at its own expense.


 


(b)                                 Except as otherwise provided below, to
the extent that it may wish, the Company, jointly with any other indemnifying
party similarly notified, will be entitled to assume the defense thereof, with
counsel selected by the Company (or in conjunction with any other indemnifying
party) and approved by the Indemnified Party, which approval shall not be unreasonably
withheld.  After notice from the Company
to the Indemnified Party of its election so to assume the defense thereof, the
Company will not be liable to the Indemnified Party under this Agreement for
any fees of counsel or other Expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof, other than costs of investigation
or as otherwise provided below.  The
Indemnified Party 


 


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shall have the
right to employ counsel in such Proceeding but the fees and expenses of such
counsel incurred after written notice from the Company of its assumption of the
defense thereof shall be at the expense of the Indemnified Party, unless (i) the
employment of counsel by the Indemnified Party has been authorized by the
Company, (ii) the Indemnified Party shall have reasonably concluded, based
upon a written opinion of the Indemnified Party’s counsel, that there may exist
a conflict of interest of such counsel between the Company and the Indemnified
Party or any other party to the Proceeding in the conduct of the defense of
such Proceeding or (iii) the Company shall not in fact have employed
counsel to assume the defense of such Proceeding, in each of which cases the
fees and expenses of counsel shall be at the expense of the Company.


 


(c)                                  The Company shall not be liable to indemnify
the Indemnified Party under this Agreement for any amounts paid in settlement
of any Proceeding or claim effected without its written consent.  The Company shall not settle any Proceeding
or claim without the Indemnified Party’s written consent.  Neither the Company nor the Indemnified Party
will unreasonably withhold their consent to any proposed settlement.


 


9.                                       Additional Indemnification Rights;
Non-Exclusivity of Rights.


 


(a)                                  Notwithstanding any other provision of
this Agreement, the Company hereby agrees to indemnify the Indemnified Party to
the fullest extent permitted by law, including those circumstances in which
indemnification would otherwise be discretionary and notwithstanding that such
indemnification is not specifically authorized by this Agreement.  In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to
indemnify a key executive, such changes, to the extent not otherwise required
by such law, statute or rule to be applied to this Agreement shall have no
effect on this Agreement or the parties’ rights and obligations hereunder.


 


(b)                                 The rights of indemnification and to
receive advancement of Expenses as provided by this Agreement shall not be
deemed exclusive of any other rights to which the Indemnified Party may at any
time be entitled under applicable law, the Company’s Certificate of
Incorporation or its Bylaws, any agreement, a vote of the Company’s stockholders,
a resolution of the Board or otherwise.


 


10.                                 Definitions.


 


For purposes of this Agreement:


 


(a)                                  “Company” shall include BancTec, Inc.
and all constituent corporations absorbed in a consolidation or merger as well
as the resulting or surviving corporation, so that an Indemnified Party who is
or was a director, officer, 


 


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employee or other
agent of such a constituent corporation, or who, being or having been such a
director, officer, employee or other agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Agreement with respect to the resulting or
surviving corporation as an Indemnified Party would if he or she had served the
resulting or surviving corporation in the same capacity.


 


(b)                                 “Corporate Status” means the
status of a person who is or was a director, officer, employee, agent or
fiduciary of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person is
or was serving at the request of the Company.


 


(c)                                  “Disinterested Director” means a
director of the Company who is not and was not at any time a party to the
Proceeding in respect of which indemnification is sought by the Indemnified
Party.


 


(d)                                 “Expenses” shall include all
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage delivery service fees, and all other
disbursements or expenses of the type customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend or investigate a
Proceeding.


 


(e)                                  “Independent Counsel” means a law
firm, or a member of a law firm, mutually approved by the Indemnified Party and
the Company, which approval shall not be unreasonably withheld, that is
experienced in matters of corporation law and neither presently is, nor in the
past five years has been, retained to represent: (i) the Company or the
Indemnified Party in any matter material to either such party or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or the
Indemnified Party in an action to determine the Indemnified Party’s rights
under this Agreement.


 


(f)                                    “Proceeding” means any threatened,
pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding
whether civil, criminal administrative or investigative.


 


11.                                 Mutual Acknowledgment.


 


Both the Company and the Indemnified Party acknowledge that in certain
instances, federal law or applicable public policy may prohibit the Company
from 


 


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indemnifying its key executives under this Agreement or otherwise.  The Indemnified Party understands and
acknowledges that the Company has undertaken or may be required in the future
to undertake with the Securities and Exchange Commission to submit the question
of indemnification to a court in certain circumstances for a determination of
the Company’s right under public policy to indemnify the Indemnified Party.


 


12.                                 Officer and Director Liability Insurance.


 


The Company shall maintain an officers and directors insurance policy.


 


13.                                 Severability.


 


Each of the provisions of this Agreement is a separate and distinct
agreement and independent of the others, so that if any provision hereof shall
be held to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof.


 


14.                                 Governing Law; Binding Effect; Assignment;
Amendment and Termination.


 


(a)                                  This Agreement shall be governed by, and interpreted
and enforced in accordance with, the laws of the State of Delaware applied
without giving effect to any conflicts of laws provisions.


 


(b)                                 This Agreement shall be binding upon the
Indemnified Party and upon the Company, its successors and assigns, and shall
inure to the benefit of the Indemnified Party, his heirs, personal
representatives and permitted assigns and to the benefit of the Company, its
successors and permitted assigns.  The
rights and obligations of each party to this Agreement cannot be assigned
without the prior written consent of the other party hereto.


 


(c)                                  No amendment, modification, termination
or cancellation of this Agreement shall be effective unless in writing signed
by the parties hereto.


 


15.                                 Consent to Jurisdiction.


 


The Company and the Indemnified Party each hereby irrevocably consent
to the jurisdiction of the courts of the State of Delaware for all purposes in
connection with any action or proceeding which arises out of or relates to this
Agreement and agree that any action instituted under this Agreement shall be
brought only in the state courts in the State of Delaware.


 


16.                                 Effective Dates.


 


This Agreement shall be effective as of the date set forth above and
may apply to acts or omissions of the Indemnified Party which occurred prior to
such date if the Indemnified Party was a director, officer, employee, agent or
fiduciary of the Company, or any predecessor corporation or constituent
corporation in a merger 


 


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involving the Company, or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, at the time such act or omission
occurred.


 


17.                                 Coverage.


 


The provisions of this Agreement shall continue as to the Indemnified
Party for any action taken or not taken while serving in an indemnified
capacity even though the Indemnified Party may have ceased to serve in such
capacity at the time of any action, suit or other covered proceeding.  This Agreement shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of the
Indemnified Party and the Indemnified Party’s estate, heirs, legal
representatives and assigns.


 


18.                                 Notice.


 


All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the addressee, on the date of such
receipt or (ii) if mailed by domestic certified or registered mail with
postage prepaid, on the third business day after the date postmarked.  Addresses for notice to either party are as
shown on the signature page of this Agreement or as subsequently modified
by written notice.


 


19.                                 Attorneys’ Fees.


 


If any legal action is commenced to enforce the terms of this
Agreement, the prevailing party shall be entitled to recover, in addition to
other amounts to which the prevailing party may be entitled, actual attorneys’
fees and court costs as may be awarded by the court.


 


20.                                 Counterparts.


 


This Agreement may be executed in one or more counterparts, all of
which taken together shall constitute one instrument.


 


[Signature page follows.]


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.


 


	
   

  	
   

  	
  BANCTEC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Authorized Officer]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BancTec, Inc.

  
	
   

  	
   

  	
  2701 E. Grauwyler Rd.

  
	
   

  	
   

  	
  Irving, TX 75061

  
	
   

  	
   

  	
  Attention: Secretary of
  the Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INDEMNIFIED PARTY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed as
  to

  	
   

  	
   

  
	
  as of
                                                    ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  [Director]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of Indemnified Party:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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