Exhibit 10.23


 


Form of


 


BancTec, Inc.


 


2008
Equity Incentive Plan

Option Award Agreement


 


SECTION 1.  GRANT OF OPTION AWARD


 


BancTec, Inc. (the “Company”) hereby grants
to the undersigned (the “Optionee”), on                         ,
2008, an option to purchase 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 “Option”) pursuant to the terms and conditions set forth in this agreement
(the “Agreement”) and the BancTec, Inc. 2008 Amended and Restated Equity
Incentive Plan (the “Plan”).  The
Option is a nonqualified stock option.  Capitalized
terms not defined herein shall have the same meaning as in the Plan.


 


SECTION 2.  EXERCISE PRICE


 


(a)          The exercise price of the Option shall be $                        
per Share, subject to any adjustments as set forth in the Plan (the “Option
Price”).


 


SECTION 3.  VESTING SCHEDULE


 


(a)          The Option shall vest according to the following
schedule:


 


	
  Vesting Date

  	
   

  	
  Amount to be Vested

  	
   

  
	
             ,
  2009

  	
   

  	
  (25

  	
  )%

  
	
             ,
  2010

  	
   

  	
  (25

  	
  )%

  
	
             ,
  2011

  	
   

  	
  (25

  	
  )%

  
	
             ,
  2012

  	
   

  	
  (25

  	
  )%

  



 


(b)         For purposes of this Agreement,
“Vested Option” shall refer to the portion of the Option that is vested
at such time.


 


(c)          For purposes of this Agreement, “Unvested Option”
shall refer to the portion of the Option that is not vested at such time.


 


(d)         If the Optionee’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 (defined below))
or by the Optionee for Good Reason, any Unvested Option at such time shall
immediately vest in full and become immediately exercisable.


 





















 


SECTION 4.  EXERCISE PROCEDURES.


 


(a)          Notice of Exercise.  The Optionee
or the Optionee’s representative may exercise a Vested Option by giving written
notice to the Company specifying the election to exercise a Vested Option, the
number of Shares for which it is being exercised and the form of payment (the “Notice
of Exercise”).  The Notice of
Exercise shall be signed by the person exercising a Vested Option.  In the event that a Vested Option is being
exercised by the Optionee’s representative, the Notice of Exercise shall be
accompanied by proof (satisfactory to the Company) of the representative’s
right to exercise a
Vested Option.  The
Optionee or the Optionee’s representative shall deliver to the Company, at the
time of giving the Notice
of Exercise, payment in a form permissible under the Plan for the full amount of
the number of Shares for which the Vested Option is being exercised multiplied
by the Option Price (the “Exercise Amount”).  In addition, the Company shall be entitled to require,
as a condition of delivery of the Shares upon exercise, that the Optionee or
the Optionee’s representative remit an amount in cash sufficient to satisfy all
applicable withholding taxes relating thereto; provided that to the extent permitted by the Committee,  the Optionee or the Optionee’s representative
elects to satisfy the obligation to pay any withholding tax, in whole or in
part, by having the Company retain Shares that would otherwise be delivered
upon exercise or that were previously owned by the Optionee that are sufficient
in value (valued at their Fair Market Value as of the day immediately prior to
the date of exercise) to cover the amount of such withholding tax.


 


(b)         Receipt of Stock; Book Entry
Procedures.  After
receiving a Notice of Exercise, unless otherwise determined by the Committee or
required by any applicable law, rule or regulation, the Company shall record
in the books of the Company (or, as applicable, its transfer agent or stock
plan administrator) the number of Shares owned by the Optionee (or as applicable,
his beneficiaries) and shall deliver to the Optionee certificates evidencing Shares
issued in connection with any Vested Option.


 


SECTION 5.  TERM AND EXPIRATION.


 


(a)          Basic Term.  Subject to earlier termination in accordance
with subsection (b) below, the exercise period of this Option shall expire
ten (10) years after the date it is granted (the “Term”).


 


(b)         Termination of Employment.  If the
Optionee’s employment with the Company terminates for any reason, then (1) any
Unvested Option shall be forfeited upon the effective date of such termination
(except as otherwise set forth in Section 3(d) of this
Agreement) and (2) the exercise period for a Vested Option shall expire on
the earliest of the following occasions:


 


(i)                                    The expiration date determined pursuant
to Subsection (a) above;


 


(ii)                                 The effective date of termination if such
termination is for Cause; or


 


(iii)                              The date ninety (90) days after the
effective date of termination if the Optionee’s employment is terminated (x) by
the Company without Cause (other than by reason of death or permanent
disability), or (y) by the Optionee for Good Reason.


 


2





















 


SECTION 6.  DEFINITIONS


 


(a)          “Cause”
shall mean:


 


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


 


(ii)                                  the Optionee’s failure to follow a lawful
directive of the Chief Executive Officer or the Board that is within the scope
of the Optionee’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 Optionee of
a policy contained in the Code of Conduct of the Company or similar
publication;


 


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


 


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


 


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


 


(i)                                     a reduction in the Optionee’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
Optionee that is adverse to the Optionee in any material respect with the
Optionee’s position, duties, responsibilities or status as of the date of the
Employment Agreement;


 


(iii)                               a requirement by the Company that the
Optionee be based in an office that is located more than fifty (50) miles from
the Optionee’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 Optionee with Good Reason shall be effective only if the
Optionee delivers to the Company a notice of termination for Good Reason within
ninety (90) days after the Optionee 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
Optionee.


 


3





















 


SECTION 7.  MISCELLANEOUS PROVISIONS.


 


(a)          Rights as a Shareholder.  Neither the
Optionee nor the Optionee’s representative shall have any rights as a
shareholder with respect to any Shares subject to this Option until the
Optionee or the Optionee’s representative becomes entitled to receive such Shares
by (i) filing a Notice of Exercise, and (ii) paying the Exercise Amount
as provided in this Agreement.


 


(b)         Tenure.  Nothing in the Agreement or Plan shall confer
upon the Optionee 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 Optionee) or of the Optionee, 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.


 


(c)          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 Optionee at the address that he or
she most recently provided to the Company.


 


(d)         Entire Agreement.  This Agreement, the Plan and any
Employment Agreement (if 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,
any Employment Agreement (if applicable) and the Plan are in conflict, the
terms of the Plan shall govern.


 


(e)          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.


 


(f)            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 Optionee, the
Optionee’s assigns and the legal representatives, heirs and legatees of the
Optionee’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.


 


(g)         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.]


 


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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

  
	
   

  	
   

  	
   

  	
   

  
	
  OPTIONEE

  	
   

  	
   

  	
   

  
	
  Accepted and Agreed to

  	
   

  	
   

  	
   

  
	
  As of
                                    ,
  20[  ]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Option:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grant Number:

  	
   

  	
   

  	
   

  
					



 


 


[SIGNATURE PAGE TO OPTION AWARD AGREEMENT, EXECUTIVES]