Exhibit 10.48


 





 


BancTec
Executive Incentive Plan — FY 2010


 


	
  Participant Name:

  	
  Participant’s Leader:

  
	
  Participant Title:

  	
  Business Unit:

  
	
  Target Percentage:

  	
   

  



 


Individual Participant Allocation Levels (fill in
percentages per Section 7 below):


 


Corporate                Business Unit                                                                         Personal Objectives


 


BancTec’s Executive
Incentive Plan (“EIP” or the “Plan”) is an incentive plan designed to reward
key BancTec leaders for their contributions in helping BancTec meet 2010
financial objectives.  The payout of the
plan will be determined on achieving EBITDA targets.


 


Basics of the Executive
Incentive Plan


 


1.             Executive Incentive Target Percentage.  Each participant will be assigned an Executive
Incentive Target Percentage which will be disclosed to the participant by his
or her leader.  This will be a percentage
of the participant’s actual earnings during 2010 minus commissions, awards,
draws, prizes and any additional or special bonus payments.


 


2.             Eligibility. 
BancTec employees eligible for the 2010 Plan are the Chief Executive
Officer, Senior Vice Presidents, the Vice President of Marketing, the General
Counsel and their direct reports.


 


3.             Corporate Threshold:  For 2010, no Executive Incentive bonus will
be paid unless BancTec achieves Net EBITDA (Earnings Before Interest, Taxes,
Depreciation and Amortization) of at least $22.5 million.


 


4.             Corporate Payout: 
If BancTec’s Net EBITDA is above the Corporate Threshold, then the
Executive Incentive Payout Percentage will be scaled and interpolated according
to the following table:


 


	
   

  	
  Net
  EBITDA

  	
   

  	
  Payout %

  	
   

  	
   

  	
   

  
	
   

  	
  $22.5 million

  	
   

  	
  20

  	
  %

  	
   

  	
   

  
	
   

  	
  $23.9 million

  	
   

  	
  50

  	
  %

  	
   

  	
   

  
	
   

  	
  $25.2 million

  	
   

  	
  75

  	
  %

  	
   

  	
   

  
	
   

  	
  $26.5 million

  	
   

  	
  100

  	
  %

  	
   

  	
   

  
	
   

  	
  $28.2 million

  	
   

  	
  120

  	
  %

  	
   

  	
   

  
	
   

  	
  $29.8 million and above

  	
   

  	
  130

  	
  %

  	
   

  	
   

  



 


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5.             Unit Performance:                If
BancTec’s performance is above the Corporate Threshold, then the Unit Executive
Incentive Payout Percentage will be scaled according to the following table.  Gross EBITDA is defined as Earnings Before
Interest, Taxes, Depreciation and Amortization and bonus accruals.


 


	
  Business Unit Gross

  	
   

  	
   

  	
   

  
	
  EBITDA Attainment

  	
   

  	
  Payout %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  85

  	
  %

  	
   

  	
  20

  	
  %

  	
   

  
	
  90

  	
  %

  	
   

  	
  50

  	
  %

  	
   

  
	
  100

  	
  %

  	
   

  	
  100

  	
  %

  	
   

  
	
  Above 100

  	
  %

  	
   

  	
  Equal
  to the lesser of the percentage of Business Unit Gross EBITDA attainment or
  Corporate Net EBITDA attainment.

  	
   

  



 


6.             Personal Objectives:  Personal objectives development and
measurement will be handled by the Business Unit Senior Vice President (or Vice
President, if there is no Senior Vice President).  Personal objectives must be specified by the
relevant Business Unit leader and provided to the Human Resources department
before July 31, 2010 for the Participant to be eligible for that portion
of the Participant’s bonus.


 


7.             Allocation Percentage.  All participants at the CEO and SVP level
(including the General Counsel and Vice President of Marketing) will be
assigned an Allocation Percentage which is based 100 percent on the total
Corporate performance target. 
Participants at the GM/VP level will have an allocation percentage based
on a ratio of 50 percent Corporate performance and 50 percent on applicable Business
Unit performance.  Director level
participants (including Finance VPs and Directors) will have an allocation
percentage based on a ratio of 75 percent Corporate performance and 25 percent
personal objectives.


 


NOTE:  Notwithstanding any other
provision of this Plan, no Executive Incentive Plan bonus will be paid to any
participant unless the minimum Corporate Threshold is attained.


 


8.             Examples:


 


(a)                                  Assume a
Participant’s annual salary is $100,000, his Executive Incentive Plan Target
Percentage is 25 percent, and because he is an SVP his Allocation Percentage
indicates that 100 percent of his Executive Incentive Bonus will be based upon
the Corporate performance target.


 


(i)            If BancTec achieves Net EBITDA
attainment of $26.5 million, the Participant’s Executive Incentive Bonus will
be $25,000.


 


	
  Corporate Net EBITDA

  	
   

  	
  $

  	
  27 million

  	
   

  
	
  EIP funding level (see table above)

  	
   

  	
  100

  	
  %

  



 


	
  Potential Bonus Amount

  	
   

  	
   

  	
   

  
	
  Total potential payout

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Plan funding level

  	
   

  	
  100

  	
  %

  
	
  Total Actual Bonus Payout

  	
   

  	
  $

  	
  25,000

  	
   

  



 


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(ii)           If BancTec achieves Net EBITDA
attainment of $23.9 million, the Participant’s Executive Incentive Bonus will
be $12,500:


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Potential Bonus Amount

  	
   

  	
   

  	
   

  
	
  Total potential payout

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Plan funding level

  	
   

  	
  50

  	
  %

  
	
  Total Actual Bonus Payout

  	
   

  	
  $

  	
  12,500

  	
   

  



 


(b)                                 Assume a
Participant’s annual salary is $100,000 and her Executive Incentive Target
Percentage is 25 percent. Assume also that this Participant is at the GM/VP
level with an Allocation Percentage based 50 percent on the Corporate
performance target and 50 percent on the relevant Business Unit’s performance
target.


 


If BancTec achieves Net EBITDA attainment of
26.5 million and the Business Unit achieves 90% of its Gross EBITDA target, the
Participant’s bonus will be $18,750.


 


	
   

  	
  Corporate portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Target Payout Amount (25,000 X 50%):

  	
   

  	
  $

  	
  12,500

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Payout %

  	
   

  	
  100

  	
  %

  	
   

  	
   

  
	
   

  	
  Corporate Payout

  	
   

  	
  $

  	
  12,500

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Business Unit portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Unit Target Payout Amount (25,000 X 50%):

  	
   

  	
  12,500

  	
   

  	
   

  	
   

  
	
   

  	
  Unit Payout %

  	
   

  	
  50

  	
  %

  	
   

  	
   

  
	
   

  	
  Unit Payout

  	
   

  	
  $

  	
  6,250

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Actual Bonus Payout: Corporate plus Unit
  Payout

  	
   

  	
  $

  	
  18,750

  	
   

  	
   

  	
   

  



 


(c)                                  Assume a
Participant’s annual salary is $100,000 and her Executive Incentive Target
Percentage is 25 percent. Assume also that this Participant is at the Director
level with an Allocation Percentage based 75 percent on the Corporate
performance target and 25 percent on individual performance objectives.  Assume also that the individual achieved 70%
of her assigned performance objectives.


 


If BancTec achieves Net EBITDA attainment of
28.2 million, the Participant’s bonus will be $26,875.


 


	
   

  	
  Corporate portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Target Payout Amount (25,000 X 75%):

  	
   

  	
  $

  	
  18,750

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Payout %

  	
   

  	
  120

  	
  %

  	
   

  	
   

  
	
   

  	
  Corporate Payout

  	
   

  	
  $

  	
  22,500

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Performance Objective portion of payout:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Objective Target Payout Amount (25,000 X 25%):

  	
   

  	
  $

  	
  6,250

  	
   

  	
   

  	
   

  
	
   

  	
  Objective Payout % Achieved

  	
   

  	
  70

  	
  %

  	
   

  	
   

  
	
   

  	
  Objective Payout (multiply together)

  	
   

  	
  $

  	
  4,375

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Total Actual Bonus Payout:

  	
   

  	
  $

  	
  26,875

  	
   

  	
   

  	
   

  



 


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9.             Revenue Growth Incentive.  If BancTec’s 2010 corporate revenues exceed
BancTec’s 2009 revenues by ten percent (10%) or more (after adjusting for
divestitures and currency fluctuations), to the extent that sufficient EBITDA
is earned in excess of the Corporate Threshold in order to cover the cost of
this Revenue Growth Incentive, each individual Participant’s Total Actual Bonus
Payout (calculated in accordance with the other provisions of this Plan) will
increase by 20% of such calculated Total Actual Bonus Payout. For example, if a
Participant’s Total Actual Bonus Payout calculated pursuant to this Plan is
$10,000, such Participant will receive a 20% increase (or $2,000) such that the
bonus actually paid shall be $12,000.


 


Questions?


 


If
you have any questions regarding the 2010 Executive Incentive Plan, please
contact the Director of Human Resources.


 


Other Executive Incentive Plan
Provisions


 


1.             The term “Business Unit” as used herein shall
mean a) the EMEA business unit, b) the Americas business unit, or, for all
persons not in either the EMEA or Americas business units, c) the Corporate
business unit.


 


2.             Worldwide Application:  The EIP will be applied to BancTec business
units worldwide unless contrary to applicable law.


 


3.             No Change to Employment Terms:  None of the information relating to the 2010
EIP contained herein is intended to or will give special rights or privileges
to specific individuals or to entitle any person to remain employed by
BancTec.  Although some of the guidelines
set forth herein may suggest that certain procedures or steps be followed,
these procedures should not be interpreted as altering an individual’s
employment relationship and do not constitute an employment contract or other
commitment to continued employment or compensation of any kind.  In addition, any bonus under this Plan is not
to be construed or interpreted as an integral part of the participant’s
compensation.  Participation in the Plan
in any given year does not guarantee participation in the Plan in subsequent
years nor is there any guarantee the Plan itself will be in effect in
subsequent years.


 


4.             Extraordinary Gains and Losses:  EBITDA calculations will exclude any gain or
loss on the sale of assets or extraordinary items not included in the relevant
budget.


 


5.             Foreign Exchange Rate Gain and Losses: EBITDA
calculations will exclude foreign exchange rate gain or losses.


 


6.             Non-cash Compensation Expenses:  EBITDA calculations will exclude non-cash
compensation expenses.


 


7.             Local Currency: 
All EIP bonuses will be paid in local currency.


 


8.             Bank Covenants: Bank Covenant compliance is
required in order to pay EIP bonuses unless compliance has been waived by the
relevant lender(s).


 


9.             Time of Payment: 
EIP bonus payments are scheduled to be made (less applicable withholding
taxes and routine deductions) as soon as practicable following completion of
the corporate fiscal year 2010 audit but in no event later than June 30,
2010.


 


10.           Employment Requirement:  Unless otherwise specified by a written
contractual arrangement, to be eligible to receive any bonuses pursuant to this
Plan, the participant must be an active 


 


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employee of BancTec on the
date BancTec pays the 2010 EIP bonuses with one exception: if an employee (a) is
involuntarily separated from BancTec after December 31, 2010 but before
the date bonuses are paid and (b) such employee becomes eligible for
extended severance payments under BancTec’s then-current Severance Policy
(including signing a general release and complying with all other requirements
specified in such Severance Policy), then such employee will be eligible to
receive his or her bonus on the date EIP bonuses are paid.  Other than as specified in the immediately
preceding sentence, separation from BancTec for any reason prior to receiving a
bonus payment pursuant to EIP will result in forfeiture of all potential
payment eligibility regardless of any objectives achieved or company, business
unit or regional financial performance while employed.


 


11.           Discretionary Awards:  Notwithstanding any other provision of this
Plan, the amount of the bonus, if any, will be based upon corporate, business
unit and regional financial performance as well as the participant’s ongoing
performance which is to be determined at the sole discretion of the BancTec Chief
Executive Officer.  BancTec’s Chief
Executive Officer has the sole discretion to determine the amount, if any, or
no amount for which a participant may be eligible.  In the case of the Chief Executive Officer,
such discretionary authority shall be vested in the Compensation Committee of
the Board of Directors.  Notwithstanding
the foregoing, the Compensation Committee of the Board of Directors and/or the
full Board of Directors may increase, reduce or eliminate any payout under this
Plan or alter this plan at their discretion.


 


12.           Proration: 
Bonus payouts will be prorated for the following individuals unless
prohibited by applicable law: 
participants who become eligible after January 1, 2010 based upon
the date they were added to EIP; participants removed from EIP due to change in
position or transfer (if objectives have been successfully completed during
their eligibility period); and participants who were on Short-Term Disability
or Long-Term Disability during the Plan year.


 


13.           Term:  This
Plan is effective as of January 1, 2010, and will remain in effect through
the fiscal year ending December 31, 2010.


 


14.           Amendment; Cancellation:  BancTec reserves the right, in its sole
discretion, to amend or cancel this Plan at any time without notice.


 


15.           Disputes: 
Any disputes relating to this Plan must be in writing and addressed to
the Chief Executive Officer of BancTec, Inc.  All decisions of the Chief Executive Officer
are final.


 


16.           Governing Law: 
This Plan is issued from the Company’s worldwide headquarters in Irving,
Texas, and shall be governed in accordance with the laws of the State of Texas
unless applicable law provides otherwise.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Participant Signature :

  	
   

  	
   

  	
  Leader’s Signature :

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name

  	
  Date          

  	
   

  	
  Printed
  Name

  	
  Date          

  



 


*acceptable signatures are electronic digital
or handwritten


*approved objectives and a signed Plan
document must be submitted to HR


 


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