Exhibit 10.32


 


THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
Third Amendment to Employment Agreement (this “Amendment”) is made and
entered into as of June 1, 2009, by and between BancTec, Inc., a
Delaware corporation (the “Company”) and the undersigned executive
officer of the Company (the “Executive” or “you”).


 


RECITALS:


 


WHEREAS,
the parties hereto entered into that certain (i) Employment Agreement,
dated May 27, 2007 (the “Original Employment Agreement”), and (ii) First
Amendment to Employment Agreement, dated October 16, 2007, and (iii) Second
Amendment to Employment Agreement, dated May 26, 2008 (together with the
Original Employment Agreement, the “Employment Agreement”); and


 


WHEREAS,
the parties hereto desire to amend the Employment Agreement in accordance with Section XII
thereof, as provided in this Amendment.


 


NOW,
THEREFORE, in exchange for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       The parties acknowledge and agree that
the following is added as new Section III, Subsection G of the Employment
Agreement:


 


G.                                     Immediate Vesting of Equity Incentive
Awards Prior to Change of Control. 
Notwithstanding anything to the contrary contained in the Equity Plan
(as defined below) or other similar equity plan, if a Change of Control (as
defined below) occurs, all
equity awards granted to the Executive during the Employment Term shall vest
and (for option grants) become immediately exercisable immediately prior to the
occurrence of the Change of Control, and (for option grants) shall be
exercisable until the earlier to occur of (i) the end of the award term as
set forth in the applicable award agreement(s) or (ii) ninety (90)
days after the termination date of the Executive’s employment, after which all
such awards shall expire and be of no further force or effect.  The vesting and exercisability provided for
in the previous sentence shall be subject to all provisions relating to post-employment
exercises set forth in the applicable equity plan and award agreement(s).


 


2.                                       The parties acknowledge and agree that Section IV,
Subsection C.2. of the Employment Agreement is hereby deleted and replaced in
its entirety by the following:


 


2.                                       a
pro rata portion (based on the number of days in the period beginning on the
first day of the calendar year and ending on the date of termination) of the
bonus under the Bonus Plan the Executive would have received if he remained an
employee of the Company through the end of the applicable calendar year, in a


 

















 


lump sum payment to be paid as soon as
practicable following review and acceptance of the prior years’ audit by the
Audit Committee of the Board or by June 30 of the year following the end
of the calendar year to which such bonuses relate, whichever occurs first (the “Pro
Rata Bonus”);


 


3.                                       The parties acknowledge and agree that
the last paragraph of Section IV, Subsection C of the Employment Agreement
is hereby deleted and replaced in its entirety by the following:


 


For
purposes of this Agreement, “Change of Control” shall have the same
meaning as set forth in the BancTec, Inc. 2007 Equity Incentive Plan (the “Equity
Plan”).  For the avoidance of doubt,
if the Executive receives severance benefits as set forth in this Section IV.C.,
such benefits shall be in lieu of any severance benefits set forth in Section IV.B.
herein.


 


4.                                       The parties hereby acknowledge and agree
that except as expressly provided above, the balance of the Employment
Agreement remains unchanged and is hereby ratified and confirmed in all
respects.


 


5.                                       All capitalized terms used herein which
are not otherwise herein defined shall have the meanings ascribed to them in
the Employment Agreement.


 


6.                                       This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas, as applied to
contracts made and performed within the State of Texas.


 


7.                                       The parties hereto may sign any number of
copies or counterparts of this Amendment. 
Each signed copy or counterpart shall be an original, but each of them together
shall represent the same agreement.


 


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remainder of this page is intentionally left blank.]


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first above written, to be effective and binding as of such date.


 


 


	
  EXECUTIVE

  	
   

  	
  BANCTEC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Mark D. Fairchild

  	
   

  	
  J. Coley Clark

  
	
   

  	
   

  	
  Chairman and Chief
  Executive Officer

  



 


 


[SIGNATURE PAGE TO
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT]