Exhibit 10.36


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (“Agreement”), dated as of the Effective Date,
between BancTec, Inc., a Delaware corporation (the “Company”), and
Robert R. Robinson (the “Executive” or “you”).


 


W I T N E S S E T H:


 


WHEREAS, the Company desires to continue to retain the services of the
Executive as Vice President and the Executive desires to provide services in
such capacity to the Company, upon the terms and subject to the conditions
hereinafter set forth; and


 


WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the “Compensation Committee”) has approved the terms of this
Agreement; and


 


NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


I.                                         Employment Term. Subject to
the provisions of Section IV of this Agreement, the Company hereby agrees
to employ the Executive, and the Executive hereby agrees to be employed by the
Company, as Vice President of the Company for a period commencing on the
Effective Date (as hereinafter defined) through the first anniversary date of
the Effective Date (the “Initial Term”); provided that the term
will be renewed for successive one-year periods (each, a “Renewal Term”
and together with the Initial Term, the “Employment Term”) unless either
party gives written notice to the other of its intent not to renew at least
sixty (60) days prior to the expiration of the Initial Term or Renewal Term
then in effect, as applicable, on the terms and subject to the conditions set
forth in this Agreement. As used herein, the term “Effective Date” shall mean
the date of November 14, 2008.


 


II.                                     Duties and
Extent of Services.


 


A.                                   During the
Employment Term, the Executive shall serve as Vice President and General
Counsel of the Company, reporting to the Chief Executive Officer of the Company
(the “Chief Executive Officer”) and, in such capacity, shall render such
executive, managerial, administrative or other services as customarily are
associated with and incident to such position, and as the Company may, from
time to time, reasonably require consistent with such position.


 


B.                                     The Executive
shall also hold such other positions and executive offices of the Company and/or
of any of the Company’s subsidiaries or affiliates as may from time to time be
agreed by the Executive or assigned by the Chief Executive Officer, provided
that each such position shall be commensurate with the Executive’s position as
Vice President and General Counsel. The Executive shall not be entitled to any
compensation other than the compensation provided for herein for serving during
the Employment Term in any other office or position of the Company or any of
its subsidiaries or affiliates, unless the Board or the appropriate committee
thereof shall specifically approve such additional compensation.


 

















 


C.                                     The Executive
shall be a full-time employee of the Company and shall exclusively devote all
business time and efforts faithfully and competently to the Company and shall
diligently perform to the best of his or her ability all of the required duties
as Vice President and General Counsel, and in the other positions or offices of
the Company or its subsidiaries or affiliates assigned hereunder. Notwithstanding
the foregoing provisions of this Section, the Executive may serve as a
non-management director of such business corporations (or in a like capacity in
other for-profit organizations) as the Chief Executive Officer or the Board may
approve, such approval not to be unreasonably withheld, as well as any
not-for-profit organizations as the Executive may deem appropriate.


 


III.           Compensation.


 


A.                                   Base Salary. During the
Employment Term, the Company shall pay the Executive a base salary at the annual
rate of $240,000 (“Base Salary”), payable in regular
installments in accordance with the Company’s customary payment practices. The
Base Salary shall be subject to annual review by the Board or the Compensation
Committee (or similar committee) of the Company whereupon the Base Salary may
be increased (but not decreased) at their sole discretion.


 


B.                                     Annual
Incentive Bonus Compensation. The Executive
shall be entitled to participate in the annual Profit Share Plan (the “Bonus Plan”)
at a target level that shall not be less than 50% of Base Salary. All
such opportunities shall be subject to the terms and conditions of the Bonus
Plan, which are incorporated herein by reference.


 


C.                                     Benefits. During the
Employment Term, the Executive shall be entitled to participate in the Company’s
employee benefit plans, including life insurance, medical, health and accident,
disability, and vacation plans (but no less than five (5) weeks vacation
per year) as in effect from time to time (collectively “Employee
Benefits”), on the same basis as those benefits are generally
made available to other senior executives of the Company. The Executive
acknowledges that participation in such plans may result in the receipt of
additional taxable income.


 


D.                                    Expenses. The Company
agrees to reimburse the Executive for all reasonable and necessary travel,
business entertainment and other business out-of-pocket expenses incurred or
expended in connection with the performance of duties hereunder in accordance
with Company policies. To the extent that the reimbursement of specific
expenses for the Executive become taxable income as determined by the Internal
Revenue Service then the Company shall reimburse the Executive in an amount
equal to the tax liability for all federal, state and local taxes levied in
connection therewith.


 


E.                                      2008 Equity
Incentive Plan. You acknowledge that you have been granted a
total of 39,171 Restricted Stock Awards (in post one-for-three reverse split
numbers) under the 2008 Equity Incentive Plan. You will be issued grant
agreements for such Restricted Stock Awards in a form as approved by the
Compensation Committee of the Board of Directors.


 


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IV.           Termination.


 


A.                                   Termination for
Cause/Resignation without Good Reason. In the event the Company
terminates the Executive’s employment for Cause (as defined below), or the
Executive resigns from the Company without Good Reason (as defined below), the
Executive shall only be entitled to receive (i) any accrued but unpaid salary
and other amounts to which the Executive otherwise is entitled hereunder prior
to the date of the Executive’s termination of employment; (ii) bonus
compensation earned but not paid under Section III.B. hereof that relates
to any calendar year ended prior to the date of termination of employment, in
accordance with the terms of the Bonus Plan; (iii) any accrued and unused
vacation pay; (iv) reimbursement for any unreimbursed business expenses
properly incurred by the Executive in accordance with Company policy prior to
the date of the Executive’s termination; and (v) such Employee Benefits,
if any, as to which the Executive (or his dependents or beneficiaries, as
applicable) may be entitled under the employee benefit plans of the Company or
its affiliates pursuant to the terms of such plans (the amounts described in
clauses (i) through (v) hereof being referred to as the “Accrued
Rights”).


 


1.                                       For purposes of
this Agreement, “Cause” means:


 


a.                                       a material
breach of, or the willful failure or refusal by the Executive to perform and
discharge duties or obligations the Executive has agreed to perform or assume
under this Agreement (other than by reason of permanent disability or death);


 


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


 


c.                                       any material
violation by the Executive of a policy contained in the Code of Conduct of the
Company or similar publication;


 


d.                                      drug or alcohol
abuse by the Executive that materially affects the Executive’s performance of
the Executive’s duties under this Agreement; or


 


e.                                       conviction of,
or the entry of a plea of guilty or nolo
contendere by the Executive for, any felony or other crime involving
moral turpitude.


 


2.                                       For purposes of
this Agreement, “Good Reason” means, without the Executive’s express
written consent:


 


a.                                       a reduction in
the Executive’s Base Salary or target bonus percentage under the Bonus Plan to
less than 50% of Base Salary;


 


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b.                                      any change in
the position, duties, responsibilities (including reporting responsibilities)
or status of the Executive that is adverse to the Executive in any material
respect with the Executive’s position, duties, responsibilities or status as of
the Effective Date;


 


c.                                       a requirement
by the Company that the Executive be based in an office that is located more than
fifty (50) miles from the Executive’s principal place of employment as of the
Effective Date; or


 


d.                                      any material
failure on the part of the Company to comply with and satisfy the terms of this
Agreement;


 


provided, that a termination by the Executive with Good
Reason shall be effective only if the Executive delivers to the Company a
notice of termination for Good Reason within ninety (90) days after the
Executive 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 Executive.


 


B.                                     Termination
without Cause/Resignation for Good Reason. If the Executive’s employment
is terminated by the Company without Cause (including, without limitation, as a
result of death or permanent disability) or if Executive resigns from the Company
for Good Reason, Executive (or his dependents or beneficiaries, as applicable)
shall be entitled to receive:


 


1.                                       the Accrued
Rights;


 


2.                                       One (1) year’s
base salary and one times (1x) target bonus under the Bonus Plan on the
termination date, to be paid in accordance with the Company’s customary payroll
practice; and


 


3.                                       the right to
participate at the Company’s expense, for a period of eighteen (18) months from
the date of termination, in the Company’s Employee Benefits (other than
vacation rights); provided, however, that this right shall
terminate upon the Executive’s employment by a company offering welfare
benefits, whether or not the Executive elects to receive such benefits.


 


For purposes of this Section IV.B., the Company’s failure to renew
the term of Executive’s employment by providing notice prior to the end of the
Initial Term or any Renewal Term (as set forth in Section I hereof) shall
constitute a termination by the Company without Cause.


 


For purposes of this Section IV.B., “permanent disability”
means any disability as defined under the Company’s applicable disability
insurance policy or, if no such policy is available, any physical or mental
disability or incapacity that renders the Executive incapable of performing the
services required of Executive in  accordance with the
obligations under Section II hereof for a period of six (6) consecutive
months or for shorter periods aggregating six (6) months during any


 


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twelve-month period, such disability to be determined by two (2) physicians
appointed by the Company and reasonably acceptable to the Executive or the
Executive’s legal representative.


 


C.                                     Change of
Control Severance. Notwithstanding the foregoing, if the
Executive’s employment is terminated by the Company without Cause (other than
by reason of death or permanent disability) or if the Executive resigns from
the Company for Good Reason, the Executive (or his dependents or beneficiaries,
as applicable) (i) at the request of any third party participating in or
causing a Change of Control (as defined below) or (ii) within one (1) year
following a Change of Control, the Executive shall be entitled to receive:


 


1.                                       the Accrued
Rights;


 


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 no later than two and one half (2.5) months following the
end of the calendar year to which such bonuses relate (the “Pro Rata
Bonus”);


 


3.                                       One (1) year’s
base salary and one times (1x) target bonus under the Bonus Plan on the termination
date, to be paid in accordance with the Company’s customary payroll practice;
and


 


4.                                       at the Company’s
expense, the Employee Benefits for a period of eighteen (18) months from the
date of termination (other than vacation rights); provided, however,
that this right shall terminate upon the Executive’s employment by a
company offering welfare benefits, whether or not the Executive elects to
receive such benefits.


 


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, the benefits set forth in this Section IV.C. shall be
in lieu of any benefits set forth in Section IV.B. herein.


 


D.                                    Immediate
Vesting of Equity Incentive Awards. Notwithstanding
anything to the contrary contained in the Equity Plan or other similar equity
plan, if Executive’s employment is terminated by the Company without Cause
(other than by reason of death or permanent disability) or if Executive resigns
from the Company for Good Reason, all equity awards granted to the Executive
during the Employment Term shall immediately vest and become immediately
exercisable and 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).


 


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V.                                     Certain
Payments by the Company.


 


A.                                   In the event
that any amount or benefit paid or distributed to the Executive pursuant to
this Agreement, taken together with any amounts or benefits otherwise paid or
distributed to the Executive by the Company or any affiliated company
(collectively, the “Covered Payments”), are or become subject to the tax
(the “Excise Tax”)  imposed under Section 4999 of the Code,
or any similar tax that may hereafter be imposed, the Company shall pay to the
Executive at the time specified in Section V.B. below an additional amount
(the “Tax Reimbursement Payment”) such that the net amount retained by
the Executive  with respect to such
Covered Payments, after deduction of any Excise Tax on the Covered Payments and
any Federal, state and local income or employment tax and Excise Tax on the Tax
Reimbursement Payment provided for by this Section V, but before deduction
for any Federal, state or local income or employment tax withholding on such
Covered Payments, shall be equal to the amount of the Covered Payments.


 


B.                                     For purposes of
determining whether any of the Covered Payments will be subject to the Excise
Tax and the amount of such Excise Tax, such Covered Payments will be treated as
“parachute payments” to the extent they exceed the “2.99 base amount threshold”
within the meaning of Section 280G of the Code, and all “parachute
payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of
the Code) shall be treated as subject to the Excise Tax, unless, and except to
the extent that, in the good faith judgment of the Company’s independent
certified public accountants appointed prior to the date of the change in
ownership or control or tax counsel selected by such accountants (the “Accountants”),
the Company has a reasonable basis to conclude that such Covered Payments (in
whole or in part) either do not constitute “parachute payments” or are
otherwise not subject to such Excise Tax, and the value of any non-cash
benefits or any deferred payment or benefit shall be determined by the
Accountants in accordance with the principles of Section 280G of the Code.


 


C.                                     For purposes of
determining the amount of the Tax Reimbursement Payment, the Executive shall be
deemed to pay:


 


1.                                       Federal income
taxes at the highest applicable marginal rate of Federal income taxation applicable
to individuals for the calendar year in which the Tax Reimbursement Payment is
to be made, and


 


2.                                       any applicable
state and local income or other employment taxes at the highest applicable
marginal rate of taxation applicable to individuals for the calendar year in
which the Tax Reimbursement Payment is to be made, net of the maximum reduction
in Federal income taxes which could be obtained by Executive from the deduction
of such state or local taxes if paid in such year.


 


D.                                    In the event that the Excise Tax is subsequently determined by the
Accountants or pursuant to any proceeding or negotiations with the Internal
Revenue Service to be less than the amount taken into account hereunder in
calculating the Tax Reimbursement Payment made, the Executive shall repay to
the Company, at


 


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the time of such determination, the portion of such prior Tax
Reimbursement Payment that would not have been paid if such reduced Excise Tax
had been taken into account in initially calculating such Tax Reimbursement
Payment, plus interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the
event any portion of the Tax Reimbursement Payment to be refunded to the
Company has been paid to any Federal, state or local tax authority, repayment
thereof shall not be required until actual refund or credit of such portion has
been made to the Executive, and interest payable to the Company shall not
exceed interest received or credited to the Executive by such tax authority for
the period it held such portion. The Executive and the Company shall mutually
agree upon the course of action to be pursued (and the method of allocating the
expenses thereof) if the Executive’s good faith claim for refund or credit is
denied.


 


E.                                      In the event
that the Excise Tax is later determined by the Accountants or pursuant to any
proceeding or negotiations with the Internal Revenue Service to exceed the
amount taken into account hereunder at the time the Tax Reimbursement Payment
is made (including, but not limited to, by reason of any payment the existence
or amount of which cannot be determined at the time of the Tax Reimbursement
Payment), the Company shall make an additional Tax Reimbursement Payment in
respect of such excess (plus any interest or penalty payable with respect to
such excess) not later than the end of  Executive’s
taxable year following Executive’s taxable year in which the taxes that are
subject to the audit or litigation are remitted to any Federal, state or local
tax authority, or where as a result of such audit or litigation there are taxes
remitted, the end of the Executive’s taxable year following the Executive’s
taxable year in which the audit is completed or there is a final and
nonappealable settlement or other resolution of the litigation, in accordance
Treasury Regulation Section 1.409A-3(i)(1)(v).


 


F.                                      The Tax
Reimbursement Payment (or portion thereof) provided for in Section V.B.
above shall be paid to the Executive not later than ten (10) business days
following the payment of the Covered Payments; provided, however,  that if the amount of such
Tax Reimbursement Payment (or portion thereof) cannot be finally determined on
or before the date on which payment is due, the Company shall pay to the
Executive by such date an amount estimated in good faith by the Accountants to
be the minimum amount of such Tax Reimbursement Payment and shall pay the
remainder of such Tax Reimbursement Payment (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined, but not later than forty-five (45) calendar days
after payment of the related Covered Payment. In the event that the amount of
the estimated Tax Reimbursement Payment exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the Company
to the Executive, payable on the fifth business day after written demand by the
Company for payment (together with interest at the rate provided in Section 1274(b)(2)(B) of
the Code). Notwithstanding the foregoing, in no event may the Tax Reimbursement
Payment be paid later than the end of Executive’s taxable year next following
Executive’s taxable year in which Executive remits the related taxes in
accordance with Treasury Regulation Section 1.409A-3(i)(1)(v).


 


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VI.                                 Section 409A
of the Code. It is the intention of the parties to this
Agreement that no payment or entitlement pursuant to this Agreement will give
rise to any adverse tax consequences to the Executive under Section 409A
of the Code and Department of Treasury regulations and other interpretive
guidance issued thereunder, including that issued after the date hereof
(collectively, “Section 409A”). The Agreement shall be interpreted
to that end and, consistent with that objective and notwithstanding any provision
herein to the contrary, the Company may unilaterally take any action it deems
necessary or desirable to amend any provision herein to avoid the application
of or excise tax under Section 409A. Further, no effect shall be given to
any provision herein in a manner that reasonably could be expected to give rise
to adverse tax consequences under that provision. The Company shall from time
to time compile a list of “specified employees” as defined in, and pursuant to
the Final Regulations under Section 409A or any successor regulation.
Notwithstanding any other provision herein, if the Executive is a specified
employee on the date of termination, no payment of compensation under this
Agreement shall be made to the Executive during the period lasting six months
from the date of termination unless the Company determines that there is no
reasonable basis for believing that making such payment would cause the
Executive to suffer any adverse tax consequences pursuant to Section 409A
of the Code. If any payment to the Executive is delayed pursuant to the
foregoing sentence, such payment instead shall be made on the first business
day following the expiration of the six-month period referred to in the prior
sentence. The Company shall consult with Executive in good faith regarding
implementation of this Section VI; provided that neither the
Company nor its employees or representatives shall have liability to the
Executive with respect thereto.


 


VII.                             Release of
Claims. As a condition precedent to the receipt of any severance, change of control,
death or permanent disability payments and benefits pursuant to this Agreement,
the Executive, or, in the case of Executive’s death or permanent disability
that prevents the Executive from performing Executive’s obligation under this Section VII,
Executive’s personal representative, and Executive’s beneficiary, if
applicable, will execute an effective general release of claims against the
Company and its subsidiaries and affiliates and their respective directors,
officers, employees, attorneys and agents; provided, however, that
such effective release will not affect any right that the Executive, or in the
event of Executive’s death, Executive’s personal representative or beneficiary,
otherwise has to any payment or benefit provided for in this Agreement or to
any vested benefits the Executive may have in any employee benefit plan of
Company or any of its subsidiaries or affiliates, or any right the Executive
has under any other agreement between the Executive and the Company or any of
its subsidiaries or affiliates that expressly states that the right survives
the termination of the Executive’s employment.


 


VIII.                         Confidentiality;
Ownership.


 


A.                                   During the term
of this Agreement, the Company may disclose to the Executive certain trade
secrets, confidential or proprietary information and other knowledge, know-how,
information, documents or materials owned, developed or possessed by the
Company (the “Protected Information”) and the Executive agrees that
Executive shall forever keep secret and retain in strictest confidence and not
divulge, disclose, discuss, copy or otherwise use or suffer to be used in any
manner, except in connection with the business of the Company, its subsidiaries
or affiliates and any other business or proposed business of the Company or any
of its subsidiaries or affiliates, any of the Protected Information in
contravention


 


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of any of the policies or procedures of the Company or any of its
subsidiaries or affiliates or otherwise inconsistent with the measures taken by
the Company or any of its subsidiaries or affiliates to protect their interests
in any Protected Information.


 


B.                                     The Executive
agrees and acknowledges that the covenant against the unauthorized use of the
Company’s Protected Information, as set forth in this Section VIII, is
essential to the continued growth and stability of the Company’s business and
to the continuing viability of its endeavors.


 


C.                                     The Executive
acknowledges that all developments, including, without limitation, inventions
(patentable or otherwise), discoveries, formulas, improvements, patents, trade
secrets, designs, reports, computer software, flow charts and diagrams,
procedures, data, documentation, ideas and writings and applications thereof
relating to any business or planned business of the Company or any of its
subsidiaries or affiliates that, alone or jointly with others, the Executive
may conceive, create, make, develop, reduce to practice or acquire during the
Executive’s employment with the Company or any of its subsidiaries or
affiliates (collectively, the “Developments”)
are works made for hire and shall remain the sole and exclusive property
of the Company. The Executive hereby assigns to the Company, in consideration
of the payments and benefits set forth herein hereof, all of Executive’s right,
title and interest in and to all such Developments. The Executive shall
promptly and fully disclose all future material Developments to the Board of
Directors of the Company and, at any time upon request and at the expense of
the Company, shall execute, acknowledge and deliver to the Company all
instruments that the Company shall prepare, give evidence and take all other
actions that are necessary or desirable in the reasonable opinion of the
Company to enable the Company to file and prosecute applications for and to
acquire, maintain and enforce all letters patent and trademark registrations or
copyrights covering the Developments in all countries in which the same are
deemed necessary by the Company. All memoranda, notes, lists, drawings,
records, files, computer tapes, programs, software, source and programming
narratives and other documentation (and all copies thereof) made or compiled by
the Executive or made available to the Executive concerning the Developments or
otherwise concerning the business or planned business of the Company or any of
its subsidiaries or affiliates shall be the property of the Company or such
subsidiaries or affiliates and shall be delivered to the Company or such
subsidiaries or affiliates promptly upon the expiration or termination of the
Employment Term.


 


D.                                    During the
Employment Term, the Company, its subsidiaries and affiliates shall have the
exclusive right to use the Executive’s name and image throughout the world in
its advertising and promotional materials in connection with the advertising
and promotion of the Company, its subsidiaries and affiliates, and their
products. Notwithstanding the foregoing, the Executive shall have the right to allow
use of Executive’s name in connection with the promotion of any charitable
organization or other interest of the Executive that does not conflict with any
of such Executive’s duties hereunder. After the expiration of the Employment
Term, the Company, it subsidiaries and affiliates shall have the non-exclusive
right in perpetuity to use the Executive’s name and image throughout the world
solely in connection with promotional materials related to the history of 


 


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the Company, its subsidiaries and affiliates, and their products. The
consideration for such rights is the payments and benefits set forth herein.
The rights conveyed hereby may be assigned by the Company, its subsidiaries or
affiliates to a successor in the interest of the Company or the relevant
subsidiary or affiliate or their businesses or product lines.


 


E.                                      The provisions
of this Section VIII shall, without
any limitation as to time, survive the expiration or termination of the
Executive’s employment hereunder, irrespective of the reason for any
termination.


 


IX.                                Restrictive
Covenants.


 


A.                                   During the term
of the Executive’s employment with the Company and one (1) year thereafter
commencing as of the effective date of termination of the Executive’s
employment with the Company, the Executive shall not, directly or indirectly,
without the prior written consent of the Company:


 


1.                                       directly or
indirectly hire, contact, offer to hire, solicit, divert, recruit, entice away,
or in any other manner persuade, or attempt to do any of the foregoing (each, a
“Solicitation”),  any person who is an officer or employee of the
Company or any of its subsidiaries or affiliates to accept employment with a
third party;


 


2.                                       engage in a
Solicitation with respect to any person who was, at any time within six (6) months
prior to the Solicitation, an officer or employee of the Company to work for a
third party engaged, directly or indirectly, any business of the Company or any
of its subsidiaries or affiliates (a “Restricted Business”), or


 


3.                                       directly or
indirectly solicit, divert, entice away or in any other manner persuade, or
attempt to do any of the foregoing, with (A) any actual or known
prospective customer of the Company to become a customer of any third party
engaged in a Restricted Business or (B) any customer, vendor or supplier
to cease doing business with the Company.


 


B.                                     The Executive
agrees and acknowledges that the non-solicitation covenant, as set forth in
this Section IX, is essential to the continued growth and stability of the
Company’s business and to the continuing viability of its endeavors and
acknowledges that the Company would not retain the Executive’s services or
provide him with access to its Protected Information without the covenants and
promises contained herein. It is expressly understood and agreed that the
Company and the Executive consider the restrictions contained in this Section IX
to be reasonable and necessary for the purposes of preserving and protecting
the Protected Information and other legitimate business interests of the
Company; nevertheless, if any of the aforesaid restrictions is found to be
unreasonable or otherwise unenforceable, the Company and the Executive intend
for the restrictions therein set forth to be modified so as to be reasonable
and enforceable and, as so modified, to be fully enforced. However,
notwithstanding any other provision of this Agreement, Executive’s
post-employment provision of legal services to any then-current client of
Executive shall not be interpreted to contravene this Article IX provided
that Executive has


 


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neither used nor disclosed any Protected Information in the provision
of such legal services.


 


X.                                    Equitable
Relief. It is specifically understood and agreed that any breach by the
Executive of the provisions of Sections VIII or IX hereof and the obligations
referred to therein is likely to result in irreparable injury to the Company,
that the remedy at law alone will be an inadequate remedy for such breach and
that, in addition to any other remedy it may have, the Company shall be
entitled to enforce such obligations by the Executive through both temporary
and permanent injunctive relief without the requirement of posting bond, and
through any other appropriate equitable relief, without the necessity of
showing or proving actual damages.


 


XI.                                Deductions and
Withholding. The Executive agrees that the Company or its
subsidiaries or affiliates, as applicable, shall withhold from any and all
compensation paid to and required to be paid to the Executive pursuant to this
Agreement, all Federal, state, local and/or other taxes which the Company
determines are required to be withheld in accordance with applicable statutes
or regulations from time to time in effect and all amounts required to be
deducted in respect of the Executive’s coverage under applicable employee
benefit plans.


 


XII.                            Entire
Agreement. This Agreement embodies the entire agreement of the
parties with respect to the Executive’s employment, compensation, perquisites
and related items and supersedes any other prior oral or written agreements,
arrangements or understandings, between the Executive and the Company or any of
its subsidiaries or affiliates, and any such prior agreements, arrangements or
understandings are hereby terminated and of no further effect. This Agreement
may not be changed or terminated orally but only by an agreement in writing
signed by the parties hereto.


 


XIII.                        Waiver. The waiver by
the Company of a breach of any provision of this Agreement by the Executive
shall not operate or be construed as a waiver of any subsequent breach by the
Executive. The waiver by the Executive of a breach of any provision of this
Agreement by the Company shall not operate or be construed as a waiver of any
subsequent breach by the Company.


 


XIV.                        Governing Law;
Confidential Arbitration.


 


A.                                   This Agreement
shall be subject to, and governed by, the laws of the State of Texas applicable
to contracts made and to be performed therein, without regard to conflict of
laws principles.


 


B.                                     Except for
injunctive or other equitable relief under Section X, the Executive and
the Company hereby agree that any controversy or claim arising out of or
relating to this Agreement, the employment relationship between the Executive
and the Company, or the termination thereof, including the arbitrability of any
controversy or claim, which cannot be settled by mutual agreement will be
finally settled by binding arbitration in accordance with the Federal
Arbitration Act (or if not applicable, the applicable state arbitration law) as
follows: Any party who is aggrieved will deliver a notice to the other party
setting forth the specific points in dispute. Any points remaining in dispute
twenty (20) days after the giving of such notice may, upon ten (10) days’
notice to the other party, be submitted to arbitration in Dallas, Texas,
pursuant to the rules then in effect of the American


 


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Arbitration Association, before a panel of three (3) neutral
arbitrators licensed to practice law in Texas for at least ten (10) years.
The parties agree that they shall be entitled to file dispositive motions. Any
award rendered pursuant to such arbitration shall be final and conclusive on
the parties thereto. The administration fees and expenses of the arbitration
shall be borne equally by the parties to the arbitration, provided that each
party shall pay for and bear the cost of its/his/her own experts, evidence and
attorney’s fees. The arbitrators shall never have the authority to award
exemplary, punitive, consequential, special or incidental damages or loss of
profits to any injured party. Such arbitration and all related documents will
be confidential, unless disclosure is required by law.


 


C.                                     The parties
agree that any action to seek injunctive or other equitable relief under this
Agreement, and any action to enforce any arbitration award hereunder, shall be
exclusively filed and conducted in Dallas County, Texas.


 


XV.                            Assignability.  The obligations of the
Executive may not be delegated and, except with respect to the designation of
beneficiaries in connection with any of the benefits payable to the Executive
hereunder, the Executive may not, without the Company’s written consent
thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise
dispose of this Agreement or any interest herein. Any such attempted delegation
or disposition shall be null and void and without effect. The Company and the
Executive agree that this Agreement and all of the Company’s rights and
obligations hereunder may be assigned or transferred by the Company to and
shall be assumed by and be binding upon any successor to the Company.


 


XVI.                        Severability.  If any provision of this
Agreement or any part thereof, including, without limitation, Sections VIII or
IX hereof, as applied to either party or to any circumstances shall be adjudged
by a court of competent jurisdiction to be void or unenforceable, the same
shall in no way affect any other provision of this Agreement or remaining part
thereof, or the validity or enforceability of this Agreement, which shall be
given full effect without regard to the invalid or unenforceable part thereof.
If any court construes any of the provisions of Sections VIII or IX hereof, or any part
thereof, to be unreasonable because of the duration of such provision or the
geographic scope thereof, such court may reduce the duration or restrict or
redefine the geographic scope of such provision and enforce such provision as
so reduced, restricted or redefined.


 


XVII.                    Notices.  All notices to the Company or the Executive
permitted or required hereunder shall be in writing and shall be delivered
personally, by telecopier, by electronic mail or by courier service providing
for next-day or two-day delivery or sent by registered or certified mail,
return receipt requested, to the following addresses:


 


The Company:


 


BancTec, Inc.


2701 E. Grauwyler Rd.

Irving, Texas 75061

Attention: Legal Dept. 

Facsimile: (972) 821-4831


 


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The Executive:




Robert R. Robinson

5915 Oakcrest Rd.

Dallas, Texas 75248


 


Either party may change the address to which notices shall be sent by
sending written notice of such change of address to the other party. Any such
notice shall be deemed given, if delivered personally, upon receipt; if
telecopied, when telecopied; if sent via electronic mail, when sent; if sent by
courier service providing for next-day or two-day delivery, the next business
day or two (2) business days, as applicable, following deposit with such
courier service; and if sent by certified or registered mail, three (3) days
after deposit (postage prepaid) with the U.S. mail service.


 


XVIII.                Paragraph Headings. The paragraph
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


 


XIX.                       Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which taken together shall constitute one
and the same instrument.


 


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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of January 1, 2009, to be effective and binding on the Effective
Date.


 


	
   

  	
  BANCTEC,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  J. Coley Clark

  
	
   

  	
  Name:

  	
  J.
  Coley Clark

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer and Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Robert R. Robinson

  
	
   

  	
  Robert
  R. Robinson