Exhibit 10.33


 


SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT


 


This Second Amendment to Employment Agreement (this “Amendment”)
is made and entered into as of May 26, 2008, by and between
BancTec, Inc., a Delaware corporation (the “Company”) and Mark D.
Fairchild (the “Executive” or “you”).


 


RECITALS:


 


WHEREAS, the Company and Executive entered into that certain Employment
Agreement, dated May 27, 2007 (the “Original Employment
Agreement”);


 


WHEREAS, the Company and Executive entered into that certain First
Amendment to Employment Agreement, dated as of October 16, 2007 (together
with the Original Employment Agreement, the “Employment Agreement”);
and


 


WHEREAS, the parties hereto desire to amend the Employment Agreement in
accordance with Section III(A) and XII, thereof, respectively, 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.             Amendment of
Employment Agreement. The parties acknowledge and agree that Section III,
Subsection A and Section III, Subsection C of the Employment Agreement are
hereby deleted and replaced in their entirety by the following:


 


III.                                 Compensation.


 


A.            Base Salary. During the
Employment Term, the Company shall pay the Executive a base salary at the
annual rate of $321,000 (“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.


 


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. For the avoidance of
doubt, the Executive will not receive housing or travel allowances nor will the
Executive be able to participate in the BancTec Limited Pension Scheme.


 

















 


2.             Remainder of
Employment Agreement Unchanged. The parties hereby
acknowledge and agree that except as expressly provided in Section 1 of this
Amendment, the balance of the Employment Agreement remains unchanged and is
hereby ratified and confirmed in all respects.


 


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


 


4.             Governing Law.
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.


 


5.             Counterparts. 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.


 


[The 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Mark D. Fairchild

  	
   

  	
  By:

  	
  /s/
  J. Coley Clark

  
	
  Mark
  D. Fairchild

  	
   

  	
  J.
  Coley Clark

  
	
   

  	
   

  	
  Chairman
  of the Board and CEO

  



 


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