Exhibit 10.25


 


Form of


 


BancTec, Inc.


2008
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 executive officer (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.
Amended and Restated 2008 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
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.


 


(d) If
the Grantee’s employment with the Company is terminated by the Company without
Cause (other than by reason of death or permanent disability (as defined in the
Employment Agreement (as defined below)) or by the Grantee for Good Reason, any
Restricted Shares at such time shall become Vested Shares.


 


(e) Notwithstanding
anything to the contrary contained in the Plan, if a Change of Control occurs,
all Restricted Shares shall vest immediately prior to the occurrence of the
Change of Control.


 


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SECTION 4.  TERMINATION
OF SERVICE.


 


Except as otherwise set forth
in Section 3(d) of this Agreement, if the Grantee’s employment
with the Company terminates for any reason (including, without limitation, as a
result of the Grantee’s death or permanent disability), (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 Restricted Shares when his or
her employment is terminated (except as otherwise set forth in Section 3(d) of
this Agreement).  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.  DEFINITIONS


 


(a) “Cause” shall mean:


 


(i)        a material breach of, or the willful
failure or refusal by the Grantee to perform and discharge duties or
obligations the Grantee has agreed to perform or assume under that certain
Employment Agreement, between the Company and the Grantee, dated [          ],
as amended (the “Employment Agreement”) (other than by reason of
permanent disability or death);


 


(ii)       the Grantee’s failure to follow a lawful
directive of the Chief Executive Officer or the Board that is within the scope
of the Grantee’s duties for a period of ten (10) business days after
notice from the Chief Executive Officer or  the Board specifying the performance required;


 


(iii)      any material violation by the Grantee of a
policy contained in the Code of Conduct of the Company or similar publication;


 


(iv)      drug or alcohol abuse by the Grantee that
materially affects the Grantee’s performance of the Grantee’s duties under the
Employment Agreement; or


 


(v)       conviction of, or the entry of a plea of
guilty or nolo contendere by the Grantee for, any
felony or other crime involving moral turpitude.


 


(b) “Good Reason” shall mean, without the
Grantee’s express written consent:


 


3

















 


(i)        a reduction in the Grantee’s Base Salary
or target bonus percentage under the Bonus Plan to less than [      ]%
of Base Salary;


 


(ii)       any change in the position,
duties, responsibilities (including reporting responsibilities) or status of
the Grantee that is adverse to the Grantee in any material respect with the
Grantee’s position, duties, responsibilities or status as of the date of the Employment
Agreement;


 


(iii)      a requirement by the Company that the
Grantee be based in an office that is located more than fifty (50) miles from
the Grantee’s principal place of employment as of the date of the Employment
Agreement; or


 


(iv)      any material failure on the part of the
Company to comply with and satisfy the terms of the Employment Agreement;


 


provided,
that a termination by the Grantee with Good Reason shall be effective only if
the Grantee delivers to the Company a notice of termination for Good Reason
within ninety (90) days after the Grantee first learns of the existence of the
circumstances giving rise to Good Reason setting forth the basis of such Good
Reason termination and within thirty (30) days following delivery of such
notice of termination for Good Reason, the Company has failed to cure the
circumstances giving rise to Good Reason to the reasonable satisfaction of the
Grantee.


 


SECTION 7.  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 the Employment Agreement (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, the Employment 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.


 


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(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.]


 


5

















 


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 of Executive
  Officer]

  	
   

  



 


 


Granted Shares: [                ]


 


 


Grant Number:


 


[SIGNATURE PAGE TO 2008
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 unequal 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.