Exhibit 10.22


 


BancTec, Inc.


 


Amended and Restated


2008 Equity Incentive Plan


 


WHEREAS,
the BancTec, Inc. 2008 Equity Incentive Plan (the “Initial Plan”)
was adopted by the Board of Directors (the “Board”) of BancTec, Inc.,
a Delaware corporation (the “Company”), on September 3, 2008, for
the purpose of attracting, retaining and motivating officers and employees of,
consultants to, and non-employee directors providing services to the Company
and its Subsidiaries (defined below) and Affiliates (defined below), and
promoting the success of the Company’s business by providing them with
appropriate incentives;


 


WHEREAS,
on November 18, 2008, the Company effected a reverse stock split (the “Reverse
Stock Split”) pursuant to which, among other things, each three (3) issued
shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), were reclassified, changed and converted into one (1) share
of the Company’s Common Stock; and


 


WHEREAS,
pursuant to Section 10.1 of the Initial Plan, the Board, in connection
with the Reverse Stock Split, (i) ratably reduced (a) the maximum
number of Shares available for issuance or granting (including the Annual Award
Limit (defined below)) under the Initial Plan and (b) the number of Shares
subject to outstanding Awards (defined below) under the Initial Plan, and (ii) increased
the Option Price (defined below) of each outstanding Option by three (3) times.


 


NOW,
THEREFORE, the Initial Plan is amended and restated in its entirety as follows:


 


Article 1.                                            Establishment &
Purpose


 


1.1                               Establishment.  BancTec, Inc., a Delaware corporation
(hereinafter referred to as the “Company”), hereby establishes the
BancTec, Inc. Amended and Restated 2008 Equity Incentive Plan (hereinafter
referred to as the “2008 Plan”) as set forth in this document.


 


1.2                               Purpose
of the 2008 Plan.  The purpose
of this 2008 Plan is to attract, retain and motivate officers and employees of,
consultants to, and non-employee directors providing services to the Company
and its Subsidiaries and Affiliates, and to promote the success of the Company’s
business by providing them with appropriate incentives.


 


Article 2.                                            Definitions


 


Whenever capitalized in the 2008 Plan, the following
terms shall have the meanings set forth below.


 


2.1                               “Affiliate” means any
entity that the Company, either directly or indirectly, is in common control
with, is controlled by or controls, or any entity that the Company has a
substantial direct or indirect equity interest, as determined by the Board.


 


2.2                               “Annual
Award Limit” shall have the meaning set forth in Section 5.1(b).


 


2.3                               “Award” means any
Option or Restricted Stock award that is granted under the 2008 Plan.


 

















 


2.4                               “Award
Agreement” means either (a) a written agreement entered
into by the Company and a Participant setting forth the terms and provisions
applicable to an Award granted under this 2008 Plan, or (b) a written
statement issued by the Company to a Participant describing the terms and
provisions of the actual grant of such Award.


 


2.5                               “Beneficial
Owner” or “Beneficial Ownership”
shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.


 


2.6                               “Board” means the
Board of Directors of the Company.


 


2.7                               “Change
of Control” means the occurrence of any of the following
events:


 


(a)                                  any Person is
or becomes the Beneficial Owner (except that a Person shall be deemed to have “beneficial
ownership” of all Shares that any such Person has the right to acquire, whether
such right is currently exercisable or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of the
voting stock of the Company, including by way of merger, consolidation, tender,
exchange offer or otherwise; or


 


(b)                                 the sale or
disposition, in one transaction or a series of related transactions, of all or
substantially all of the assets of the Company to any Person; or


 


(c)                                  during any
period of twelve consecutive months commencing on or after the Effective Date,
individuals who as of the beginning of such period constituted the entire Board
(together with any new directors whose election by such Board or nomination for
election by the Company’s shareholders was approved by a vote of at least
two-thirds of the directors of the Company, then still in office, who were
directors at the beginning of the period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority thereof; or


 


(d)                                 approval by the
shareholders of the Company of a complete liquidation or dissolution of the
Company.


 


2.8                               “Code” means the U.S.
Internal Revenue Code of 1986, as amended from time to time.


 


2.9                               “Committee” means the
compensation committee of the Board or any other committee designated by the
Board to administer this 2008 Plan.  The
Committee shall have at least two members, each of whom shall be (i) a
Non-Employee Director, (ii) an Outside Director and (iii) following
any initial Public Offering of the Company’s Shares, an “independent director”
within the meaning of the listing requirements of any exchange on which the
Company is listed.


 


2.10                        “Company” means BancTec, Inc.,
a Delaware corporation, and any successor thereto.


 


2.11                        “Consultant” means any
individual (other than an Employee or a Director) who is engaged by the Company,
a Subsidiary or an Affiliate to render consulting or advisory services to the
Company or such Subsidiary or Affiliate.


 


2.12                        “Covered
Employee” means for any 2008 Plan Year, a Participant
designated by the Company as a potential “covered employee,” as such
term is defined in Section 162(m) of the Code.


 


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2.13                        “Director” means a member
of the Board who is not an Employee.


 


2.14                        “Effective
Date” means the date set forth in Section 12.15.


 


2.15                        “Employee” means an
officer or other employee of the Company, its Subsidiaries or an Affiliate,
including a member of the Board who is an employee of the Company, its
Subsidiaries or an Affiliate.


 


2.16                        “Exchange
Act” means the Securities Exchange Act of 1934, as amended
from time to time.


 


2.17                        “Fair
Market Value” “Fair Market Value” means, as of any date, the per
Share value determined as follows:


 


(a)                                  If the Shares
are listed on any established stock exchange or a national market system,
including the PORTAL Market, the per Share Fair Market Value shall be the
closing sales price for each share of such stock (or the closing bid, if no
sales were reported) on the date of determination (or, if no closing sales
price or closing bid was reported on that date, as applicable, on the last
trading date such closing sales price or closing bid was reported), as reported
in The Wall Street Journal or such other source as the Committee deems
reliable;


 


(b)                                 If the Shares
are regularly quoted on an automated quotation system (including the OTC
Bulletin Board and the “Pink Sheets” published by the National Quotation Bureau, Inc.)
or by a recognized securities dealer, but selling prices are not reported, the
per Share Fair Market Value shall be the mean between the high bid and low
asked prices for a Share on the date of determination (or, if no such prices
were reported on that date, on the last date such prices were reported), as
reported in The Wall Street Journal or such other source as the Committee deems
reliable; or


 


(c)                                  In the absence
of an established market for the Shares of the type described in (a) and
(b), above, the per Share Fair Market Value thereof shall be determined by the
Committee in good faith and in accordance with applicable provisions of Section 409A
of the Code.


 


2.18                        “Non-Employee
Director” means a person defined in Rule 16b-3(b)(3) promulgated
by the Securities and Exchange Commission under the Exchange Act, or any
successor definition adopted by the Securities and Exchange Commission.


 


2.19                        “Option” means any
stock option granted from time to time under Article 6 of the 2008 Plan.


 


2.20                        “Option
Price” means the purchase price per Share subject to an
Option, as determined pursuant to Section 6.2 of the 2008 Plan.


 


2.21                        “Outside
Director” means a member of the Board who is an “outside
director” within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.


 


2.22                        “Participant” means any
eligible person as set forth in Section 4.1 to whom an Award is granted.


 


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2.23                        “Performance-Based
Compensation” means compensation under an Award that is intended
to constitute “qualified performance-based compensation” within the meaning of
the regulations promulgated under Section 162(m) of Code or any
successor provision.


 


2.24                        “Performance
Measures” means measures as described in Section 8.1 on
which the performance goals are based in order to qualify Awards as
Performance-Based Compensation.


 


2.25                        “Performance
Period” means the period of time during which the
performance goals must be met in order to determine the degree of payout and/or
vesting with respect to an Award.


 


2.26                        “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d) thereof.


 


2.27                        “2008
Plan” means the BancTec, Inc. Amended and Restated 2008
Equity Incentive Plan.


 


2.28                        “2008
Plan Year” means the applicable calendar year.


 


2.29                        “Restricted
Stock” means any Award granted under Article 7.


 


2.30                        “Restriction
Period” means the period during which Restricted Stock
awarded under Article 7 of the 2008 Plan is subject to forfeiture.


 


2.31                        “Service”
means service as an Employee, Director or Consultant.


 


2.32                        “Share” means a share
of common stock of the Company, par value $0.01 per share, or such other class
or kind of shares or other securities resulting from the application of Section 10.1.


 


2.33                        “Subsidiary” means any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company (or any parent of the Company) if each of the
corporations, other than the last corporation in each unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.


 


Article 3.                                            Administration


 


3.1                               Authority
of the Committee.  The 2008
Plan shall be administered by the Committee, which shall have full power to
interpret the 2008 Plan and Award Agreements and full authority to select the
Directors, Employees and Consultants to whom Awards will be granted, and to
determine the type and amount of Awards to be granted to each such Director,
Employee or Consultant, the terms and conditions of Awards granted under the 2008
Plan and the terms of Award Agreements to be entered into with
Participants.  Without limiting the generality of the foregoing, the Committee may, in
its sole discretion, clarify, construe or resolve any ambiguity in any
provision of the 2008 Plan or any Award Agreement, accelerate or waive vesting
of Awards and exercisability of Awards, extend the term or period of
exercisability of any Awards, modify the purchase price under any Award, or
waive any terms or conditions applicable to any Award; provided that no action
taken by the Committee shall adversely affect in any material respect the
rights granted to any Participant under any outstanding Awards without the
Participant’s written consent (other than pursuant to Article 9 or Article 10
hereof).  Awards may, in the discretion
of the Committee, be made under the 2008 Plan in assumption of, or in
substitution for, outstanding awards previously granted by the Company or its Affiliates
or a company acquired by the 


 


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Company
or with which the Company combines.  The Committee
shall have full and exclusive discretionary power to adopt rules, forms,
instruments, and guidelines for administering the 2008 Plan as the Committee
deems necessary or proper.  Notwithstanding
anything in this Section 3.1 to the contrary, the Board, or any other
committee or sub-committee established by the Board, is hereby authorized (in
addition to any necessary action by the Committee) to grant or approve Awards
as necessary to satisfy the requirements of Section 16 of the Exchange Act
and the rules and regulations thereunder and to act in lieu of the
Committee with respect to Awards made to Non-Employee Directors under the 2008
Plan.  All actions taken and all
interpretations and determinations made by the Committee or by the Board (or
any other committee or sub-committee thereof), as applicable, shall be final
and binding upon the Participants, the Company, and all other interested
individuals.


 


3.2                               Delegation.  The Committee may delegate to one or more of
its members, one or more officers of the Company or any of its Subsidiaries,
and one or more agents or advisors such administrative duties or powers as it
may deem advisable.


 


Article 4.                                            Eligibility
and Participation


 


4.1                               Eligibility.  Participants will consist of such Employees,
Consultants, and Directors as the Committee in its sole discretion determines
and whom the Committee may designate from time to time to receive Awards under
the 2008 Plan.  Designation of a
Participant in any year shall not require the Committee to designate such
person to receive an Award in any other year or, once designated, to receive
the same type or amount of Award as granted to the Participant in any other
year.


 


4.2                               Type of
Awards.  Awards under the 2008 Plan may
be granted in any one of:  (a) Options
or (b) Restricted Stock. The 2008 Plan sets forth the performance goals
and procedural requirements to permit the Company to design Awards that qualify
as Performance-Based Compensation, as described in Article 8 hereof.  Awards granted under the 2008 Plan shall be
evidenced by Award Agreements (which need not be identical) that provide
additional terms and conditions associated with such Awards, as determined by
the Committee in its sole discretion; provided, however, that in the event of any conflict between the
provisions of the 2008 Plan and any such Award Agreement, the provisions of the
2008 Plan shall prevail.


 


Article 5.                                            Shares
Subject to the 2008 Plan and Maximum Awards


 


5.1                               Number of
Shares Available for Awards.


 


(a)                                  General.  Subject to adjustment as
provided in Section 5.1(c) and Article 10, the maximum number of
Shares available for issuance to Participants pursuant to Awards under the 2008
Plan shall be 333,334 Shares.  The Shares
available for issuance under the 2008 Plan may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares. Any Shares delivered to the
Company as part or full payment for the purchase price of an Award granted
under this 2008 Plan or to satisfy the Company’s withholding obligation with
respect to an Award granted under this 2008 Plan, shall again be available for
Awards under the 2008 Plan; provided however,
that such Shares shall continue to be counted as outstanding for purposes of
determining whether an Annual Award Limit has been attained.


 


(b)                                 Annual
Award Limits.  The maximum
number of Shares with respect to which any Awards may be granted to any
Participant in any 2008 Plan Year shall be 83,334 Shares, subject to
adjustments made in accordance with Article 10 hereof, 


 


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or the cash equivalent thereof to the extent such Awards are payable in
cash or property (the “Annual Award Limit”).


 


(c)                                  Additional
Shares.  In the event that any
outstanding Award expires, is forfeited, cancelled or otherwise terminated
without the issuance of Shares or are otherwise settled for cash, the Shares
subject to such Award, to the extent of any such forfeiture, cancellation,
expiration, termination or settlement for cash, shall again be available for
Awards under the 2008 Plan. If the Committee authorizes the assumption under
this 2008 Plan, in connection with any merger, consolidation, acquisition of
property or stock, or reorganization, of awards granted under another plan,
such assumption shall not (i) reduce the maximum number of Shares
available for issuance under this 2008 Plan or (ii) be subject to or
counted against a Participant’s Annual Award Limit.


 


Article 6.                                            Stock
Options


 


6.1                               Grant
of Options.  The Committee
is hereby authorized to grant Options to Participants.  Each Option shall permit a Participant to
purchase from the Company a stated number of Shares at an Option Price
established by the Committee, subject to the terms and conditions described in
this Article 6 and to such additional terms and conditions, as established
by the Committee, in its sole discretion, that are consistent with the
provisions of the 2008 Plan.  Options
shall be nonqualified stock options (i.e., not eligible as incentive stock
options).  Options shall be evidenced by
Award Agreements which shall state the number of Shares covered by such
Option.  Such agreements shall conform to
the requirements of the 2008 Plan, and may contain such other provisions, as
the Committee shall deem advisable.


 


6.2                               Terms
of Option Grant.  The Option
Price shall be determined by the Committee at the time of grant, but shall not
be less than the Fair Market Value of a Share on the date of grant.


 


6.3                               Option
Term.  The term of each Option
shall be determined by the Committee at the time of grant and shall be stated
in the Award Agreement, but in no event shall such term be greater than ten
years.


 


6.4                               Time of
Exercise.  Options
granted under this Article 6 shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each
instance approve, which terms and restrictions need not be the same for each
grant or for each Participant.


 


6.5                               Method
of Exercise.  Except as
otherwise provided in the 2008 Plan or in an Award Agreement, an Option may be
exercised for all, or from time to time any part, of the Shares for which it is
then exercisable.  For purposes of this Article 6,
the exercise date of an Option shall be the later of the date a notice of
exercise is received by the Company and, if applicable, the date payment is
received by the Company pursuant to clauses (i), (ii), (iii) or (iv) in
the following sentence. The aggregate Option Price for the Shares as to which
an Option is exercised shall be paid to the Company in full at the time of
exercise at the election of the Participant (i) in cash or its equivalent
(e.g., by cashier’s check), (ii) to the extent permitted by the Committee,
in Shares (whether or not previously owned by the Participant) having a Fair
Market Value equal to the aggregate Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the Committee, (iii) partly
in cash and, to the extent permitted by the Committee, partly in such Shares or
(iv) if there is a public market for the Shares at such time, subject to
such requirements as may be imposed by the Committee, through the delivery of
irrevocable instructions to a broker to sell Shares obtained upon the exercise
of the Option and to deliver promptly to the Company an amount out of the
proceeds of such sale equal to the aggregate Option Price 


 


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for the Shares being
purchased.  The Committee may prescribe
any other method of payment that it determines to be consistent with applicable
law and the purpose of the 2008 Plan.


 


Article 7.                                            Restricted
Stock


 


7.1                               Grant of Restricted Stock.  An Award of Restricted Stock
is a grant by the Company of a specified number of Shares to the Participant,
which Shares are subject to forfeiture upon the occurrence of specified
events.  Participants shall be awarded
Restricted Stock in exchange for consideration not less than the minimum
consideration required by applicable law.  Restricted Stock shall be evidenced by
an Award Agreement, which shall conform to the requirements of the 2008 Plan
and may contain such other provisions, as the Committee shall deem advisable.


 


7.2                               Terms
of Restricted Stock Awards.  Each Award Agreement evidencing a Restricted
Stock grant shall specify the period(s) of restriction, the number of
Shares of Restricted Stock subject to the Award, the performance, employment or
other conditions (including the termination of a Participant’s Service whether
due to death, disability or other cause) under which the Restricted Stock may
be forfeited to the Company and such other provisions as the Committee shall
determine.  Any Restricted Stock granted
under the 2008 Plan shall be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of a stock
certificate or certificates (in which case, the certificate(s) representing
such Shares shall be legended as to sale, transfer, assignment, pledge or other
encumbrances during the Restriction Period and deposited by the Participant,
together with a stock power endorsed in blank, with the Company, to be held in
escrow during the Restriction Period). At the end of the Restriction Period,
the restrictions imposed hereunder shall lapse with respect to the number of shares
of Restricted Stock as determined by the Committee, and the legend shall be
removed and such number of Shares delivered to the Participant (or, where
appropriate, the Participant’s legal representative). The Committee may, in its
sole discretion, modify or accelerate the lapsing of the restrictions imposed
on Restricted Stock.


 


7.3                               Voting
and Dividend Rights.  Unless
otherwise determined by the Committee and set forth in a Participant’s Award
Agreement, Participants holding Restricted Stock granted hereunder shall not
have the right to exercise voting rights with respect to the Restricted Stock
and shall not have the right to receive dividends on such Restricted Stock.


 


7.4                               Performance
Goals.  The Committee may condition
the grant of Restricted Stock or the expiration of the Restriction Period upon
the Participant’s achievement of one or more performance goal(s) specified
in the Award Agreement. If the Participant fails to achieve the specified
performance goal(s), the Committee shall not grant the Restricted Stock to such
Participant or the Participant shall forfeit the Award of Restricted Stock to
the Company.


 


7.5                               Section 83(b) Election.  If a Participant makes an
election pursuant to Section 83(b) of the Code concerning Restricted
Stock, the Participant shall be required to file promptly a copy of such
election with the Company.


 


Article 8.                                            Performance-Based
Compensation


 


The Committee is authorized to design any Award so
that the amounts or Shares payable or distributed pursuant to such Award are
treated as “qualified performance-based compensation” within the meaning of Section 162(m) of
the Code and related regulations, provided that, in accordance with the
shareholder approval requirement of Code Section 162(m), stockholders of
the Company approve the 2008 Plan at the first regularly scheduled meeting of
stockholders of the Company that occurs more than twelve (12) months after the
date the Company becomes a separately held public corporation.  Such 


 


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approval of stockholders
shall be a condition to the right of each Participant to receive any Awards
treated as Performance-Based Compensation on or after the date of the meeting
of stockholders aforementioned.  For the
avoidance of doubt, if stockholders fail to approve the 2008 Plan as specified
hereunder, the right of each Participant to receive any Awards not treated as
Performance-Based Compensation under the 2008 Plan shall not be diminished,
limited, or otherwise affected.


 


8.1                               Performance
Measures.  The vesting,
crediting and/or payment of Performance-Based Compensation shall be based on
the achievement of objective performance goals based on one or more of the
following Performance Measures: (i) consolidated earnings before or after
taxes (including earnings before interest, taxes, depreciation and
amortization); (ii) net income; (iii) operating income; (iv) earnings
per Share; (v) book value per Share; (vi) return on shareholders’
equity; (vii) expense management; (viii) return on investment; (ix) improvements
in capital structure; (x) profitability of an identifiable business unit
or product; (xi) maintenance or improvement of profit margins; (xii) stock
price; (xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash
flow; (xvii) working capital and (xviii) return on assets.


 


Any Performance Measure may be (i) used to
measure the performance of the Company and/or any of its Subsidiaries or
Affiliates as a whole, any business unit thereof or any combination thereof or (ii) compared
to the performance of a group of comparable companies, or a published or
special index, in each case that the Committee, in its sole discretion, deems
appropriate.


 


8.2                               Establishment
of Performance Goals for Covered Employees. 
No later than ninety (90) days after the commencement of a performance
period (but in no event after twenty-five percent (25%) of such performance
period has elapsed), the Committee shall establish in writing:  (a) the performance goals applicable to
the Performance Period; (b) the Performance Measures to be used to measure
the performance goals in terms of an objective formula or standard; (c) the
method for computing the amount of compensation payable to the Participant if
such performance goals are obtained; and (d) the Participants or class of
Participants to which such performance goals apply.


 


8.3                               Adjustment
of Performance-Based Compensation.  Awards that are
designed to qualify as Performance-Based Compensation may not be adjusted
upward.  The Committee shall retain the
discretion to adjust such Awards downward, either on a formula or discretionary
basis or any combination, as the Committee determines.


 


8.4                               Certification
of Performance.  Except for
Awards that pay compensation attributable solely to an increase in the value of
Shares, no Award designed to qualify as Performance-Based Compensation shall be
vested, credited or paid, as applicable, with respect to any Participant until
the Committee certifies in writing that the performance goals and any other
material terms applicable to such Performance Period have been satisfied.


 


Article 9.                                            Compliance
with Section 409A of the Code


 


9.1                               General.  The Company expects that Options and
Restricted Stock Awards under the 2008 Plan shall be structured such that the
Awards do not provide for a deferral of compensation so as to cause Awards to
be subject to Section 409A of the Code. 
Notwithstanding the Company’s expectation, in the event any Award is
subject to Section 409A of the Code, the Committee may, in its sole
discretion and without a Participant’s prior consent, amend the 2008 Plan
and/or Awards, adopt policies and procedures, or take any other actions
(including amendments, policies, procedures and actions with retroactive
effect) as are necessary or appropriate to (a) exempt the 2008 Plan and/or
any Award from the application of Section 409A of the Code, (b) preserve
the intended tax treatment of any such Award, or (c) comply with the
requirements of Section 409A of the Code, Department of Treasury
regulations and 


 


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other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be
issued after the date of the grant (“Section 409A Guidance”).


 


9.2                               Payments
to Specified Employees.  Notwithstanding
any contrary provision in the 2008 Plan or Award Agreement, any payment(s) that
are otherwise required to be made under the 2008 Plan to a “specified employee”
(as defined under Section 409A of the Code) as a result of his or her
separation from service (other than a payment that is not subject to Section 409A
of the Code) shall be delayed for the first six (6) months following such
separation from service (or, if earlier, the date of death of the specified
employee) and shall instead be paid (in a manner set forth in the Award
Agreement) on the payment date that immediately follows the end of such
six-month period or as soon as administratively practicable thereafter.


 


Article 10.                                     Adjustments


 


10.1                        Adjustments
in Authorized Shares.  In the
event of any corporate event or transaction (including, but not limited to, a
change in the Shares of the Company or the capitalization of the Company) such
as a merger, consolidation, reorganization, recapitalization, separation, stock
dividend, stock split, reverse stock split, split up, spin-off, combination of
Shares, exchange of Shares, dividend in kind, or other like change in capital
structure (other than normal cash dividends) to shareholders of the Company, or
any similar corporate event or transaction, the Committee, to prevent dilution
or enlargement of Participants’ rights under the 2008 Plan, shall substitute or
adjust, in its sole discretion, the number and kind of Shares that may be
issued under the 2008 Plan or under particular forms of Awards, the number and
kind of Shares subject to outstanding Awards, the Option Price, grant price or
purchase price applicable to outstanding Awards, the Annual Award Limits,
and/or other value determinations applicable to the 2008 Plan or outstanding
Awards.


 


10.2                        Change
of Control.  Upon the
occurrence of a Change of Control after the Effective Date, unless otherwise
specifically prohibited under applicable laws or by the rules and
regulations of any governing governmental agencies or national securities exchanges,
or unless the Committee shall determine otherwise in the Award Agreement, the
Committee is authorized (but not obligated) to make adjustments in the terms
and conditions of outstanding Awards, including without limitation the
following (or any combination thereof): (i) continuation or assumption of
such outstanding Awards under the 2008 Plan by the Company (if it is the
surviving company or corporation) or by the surviving company or corporation or
its parent; (ii) substitution by the surviving company or corporation or
its parent of awards with substantially the same terms for such outstanding
Awards; (iii) accelerated exercisability, vesting and/or lapse of
restrictions under all then outstanding Awards immediately prior to the
occurrence of such event; (iv) upon written notice, provide that any
outstanding Awards must be exercised, to the extent then exercisable, within
fifteen days immediately prior to the scheduled consummation of the event, or
such other period as determined by the Committee (in either case contingent
upon the consummation of the event), and at the end of such period, such Awards
shall terminate to the extent not so exercised within the relevant period; and (v) cancellation
of all or any portion of outstanding Awards for fair value (as determined in
the sole discretion of the Committee and which may be zero) which, in the case
of Options or similar Awards, may equal the excess, if any, of the value of the
consideration to be paid in the Change of Control transaction to holders of the
same number of Shares subject to such Awards (or, if no such consideration is
paid, Fair Market Value of the Shares subject to such outstanding Awards or
portion thereof being canceled) over the aggregate Option Price or grant price,
as applicable, with respect to such Awards or portion thereof being canceled.


 


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Article 11.                                    Duration,
Amendment, Modification, Suspension, and Termination


 


11.1                        Duration
of the 2008 Plan.  Unless sooner
terminated as provided in Section 11.2, the 2008 Plan shall terminate on
the tenth (10th) anniversary of the Effective Date.


 


11.2                        Amendment,
Modification, Suspension, and Termination of 2008 Plan.  The Board may amend, alter, suspend,
discontinue, or terminate the 2008 Plan or any portion thereof or any Award (or
Award Agreement) thereunder at any time; provided that no such amendment,
alteration, suspension, discontinuation or termination shall be made (i) without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the 2008 Plan and (ii) without the
consent of the Participant, if such action would materially diminish any of the
rights of any Participant under any Award theretofore granted to such
Participant under the 2008 Plan; provided, however, the Committee may amend the
2008 Plan, any Award or any Award Agreement in such manner as it deems
necessary to comply with applicable laws.


 


Article 12.                                    General
Provisions


 


12.1                        No
Right to Service. The granting of an Award under the 2008 Plan shall
impose no obligation on the Company, any Subsidiary or any Affiliate to
continue the Service of a Participant and shall not lessen or affect any right
that the Company, any Subsidiary or any Affiliate may have to terminate the
Service of such Participant. No Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. The terms and
conditions of Awards and the Committee’s determinations and interpretations
with respect thereto need not be the same with respect to each Participant
(whether or not such Participants are similarly situated).


 


12.2                        Settlement
of Awards; No Fractional Shares.  Each Award
Agreement shall establish the form in which the Award shall be settled.  No fractional Shares shall be issued or
delivered pursuant to the 2008 Plan or any Award.  The Committee shall determine whether cash,
Awards, other securities or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall
be rounded, forfeited or otherwise eliminated.


 


12.3                        Tax
Withholding.  The Company
shall have the power and the right to deduct or withhold, or require a Participant
to remit to the Company, the minimum statutory amount to satisfy federal,
state, and local taxes, domestic or foreign, required by law or regulation to
be withheld with respect to any taxable event arising as a result of the 2008
Plan.  With respect to required
withholding, Participants may elect, subject to the approval of the Committee,
to satisfy the withholding requirement, in whole or in part, by having the
Company withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax that could be imposed on
the transaction.


 


12.4                        No Guarantees Regarding Tax Treatment.  Participants (or their beneficiaries) shall
be responsible for all taxes with respect to any Awards under the 2008 Plan.  The Committee and the Company make no
guarantees to any person regarding the tax treatment of Awards or payments made
under the 2008 Plan.  Neither the
Committee nor the Company has any obligation to take any action to prevent the
assessment of any excise tax on any person with respect to any Award under Section 409A
of the Code or otherwise and none of the Company, any of its Subsidiaries or
Affiliates, or any of their employees or representatives shall have any
liability to a Participant with respect thereto.


 


12.5                        Section 16
Participants. With respect to Participants subject to Section 16
of the Exchange Act, transactions under the 2008 Plan are intended to comply
with all applicable conditions of 


 


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Rule 16b-3 or its
successors under the Exchange Act. To the extent any provision of the 2008 Plan
or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.


 


12.6                        Non-Transferability
of Awards.  Unless
otherwise determined by the Committee, an Award shall not be transferable or
assignable by the Participant except in the event of his death (subject to the
applicable laws of descent and distribution) and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate. An Award exercisable after
the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant. Any permitted transfer of
the Awards to heirs or legatees of the Participant shall not be effective to
bind the Company unless the Committee shall have been furnished with written
notice thereof and a copy of such evidence as the Committee may deem necessary
to establish the validity of the transfer and the acceptance by the transferee
or transferees of the terms and conditions hereof.


 


12.7                        Conditions
and Restrictions on Shares.  The Committee
may impose such other conditions or restrictions on any Shares received in
connection with an Award as it may deem advisable or desirable.  These restrictions may include, but shall not
be limited to, a requirement that the Participant hold the Shares received for
a specified period of time or a requirement that a Participant represent and
warrant in writing that the Participant is acquiring the Shares for investment
and without any present intention to sell or distribute such Shares.  The certificates for Shares may include any
legend which the Committee deems appropriate to reflect any conditions and
restrictions applicable to such Shares.


 


12.8                        Compliance
with Law.  The granting of
Awards and the issuance of Shares under the 2008 Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies, or any stock exchanges on which the Shares are admitted
to trading or listed, as may be required. 
The Company shall have no obligation to issue or deliver evidence of
title for Shares issued under the 2008 Plan prior to:


 


(a)                                  Obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable;
and


 


(b)                                 Completion of any
registration or other qualification of the Shares under any applicable national,
state or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable.


 


The
restrictions contained in this Section 12.8 shall be in addition to any
conditions or restrictions that the Committee may impose pursuant to Section 12.7.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.


 


12.9                        Rights
as a Shareholder.  Except as
otherwise provided herein or in the applicable Award Agreement, a Participant
shall have none of the rights of a shareholder with respect to Shares covered
by any Award until the Participant becomes the record holder of such Shares.


 


12.10                 Severability.  If any provision of the 2008
Plan or any Award is or becomes or is deemed to be invalid, illegal, or
unenforceable in any jurisdiction, or as to any Person or Award, or would
disqualify the 2008 Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so 


 


11

















 


construed or deemed amended
without, in the determination of the Committee, materially altering the intent
of the 2008 Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person, or Award, and the remainder of the 2008 Plan and any such
Award shall remain in full force and effect.


 


12.11                 Unfunded
Plan.  Participants shall have no
right, title, or interest whatsoever in or to any investments that the Company
or any of its Subsidiaries or Affiliates may make to aid it in meeting its
obligations under the 2008 Plan.  Nothing
contained in the 2008 Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Participant, beneficiary, legal
representative, or any other person.  To
the extent that any person acquires a right to receive payments from the
Company, any of its Subsidiaries or Affiliates under the 2008 Plan, such right
shall be no greater than the right of an unsecured general creditor of the
Company a Subsidiary or Affiliate, as the case may be.  All payments to be made hereunder shall be
paid from the general funds of the Company, a Subsidiary or Affiliate, as the
case may be, and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts.  The 2008 Plan is not subject to the U.S.
Employee Retirement Income Security Act of 1974, as amended from time to time.


 


12.12                 No
Constraint on Corporate Action.  Nothing in the
2008 Plan shall be construed to (a) limit, impair, or otherwise affect the
Company’s, its Subsidiary’s or Affiliate’s right or power to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell, or
transfer all or any part of its business or assets, or (b) limit the right
or power of the Company its Subsidiary or Affiliate to take any action which
such entity deems to be necessary or appropriate.


 


12.13                 Successors.  All obligations of the Company under the 2008
Plan with respect to Awards granted hereunder shall be binding on any successor
to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Company.


 


12.14                 Governing
Law.  The 2008 Plan and each Award
Agreement shall be governed by the laws of the State of Delaware, excluding any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of the 2008 Plan to the substantive law of
another jurisdiction.


 


12.15                 Effective
Date. The 2008 Plan shall be effective as of November 18, 2008 (the “Effective
Date”). 


 


12

















 


This Amended and Restate 2008 Equity Incentive Plan
was duly adopted and approved by the Board of Directors on 21st day of October,
2008.


 


 


	
   

  	
   

  
	
  J.
  Coley Clark

  	
   

  
	
  Chief
  Executive Officer and

  	
   

  
	
  Chairman
  of the Board of Directors

  	
   

  



 


[SIGNATURE PAGE TO THE
BANCTEC, INC.


AMENDED AND RESTATED


2008 EQUITY INCENTIVE
PLAN]