Exhibit 10.15


 


BancTec, Inc.


 


First Amendment to


Amended and Restated


2007 Non-Employee Director Equity Plan


 


This
First Amendment ( the “Amendment”)
to the BancTec, Inc. Amended and Restated 2007 Non-Employee Director
Equity Plan is hereby made and effective as of February 26, 2010, by
BancTec, Inc. (“Company”).


 


WHEREAS, the BancTec, Inc.
2007 Non-Employee Director Plan was adopted by the Board of Directors (the “Board”) of the Company, on January 25,
2008 (the “Initial
Plan”),
and subsequently amended and restated pursuant to the BancTec Inc. Amended and
Restated 2007 Non-Employee Director Equity Plan (the “Amended Plan”); and


 


WHEREAS, the Board has duly
adopted and approved this Amendment at a meeting held on the 26th day of
February, 2010.


 


NOW,
THEREFORE, the Amended Plan is amended as set forth herein.


 


1.             All capitalized terms used herein which are not
otherwise herein defined shall have the meanings ascribed to them in the
Amended Plan.


 


2.             The
Amended Plan shall be amended set forth below:


 


a.             Sections
6.1 and 6.2 are hereby deleted.


 


b.             The
following is inserted as the new Section 6.1:


 


6.1          Restricted Stock or Stock Unit
Awards.  The
Committee may, effective as of January 25, 2008, grant to one or more
Non-Employee Directors additional shares of Restricted Stock or Stock Units
upon such terms and conditions as the Committee may in its sole discretion
determine.  To the extent permitted under
Section 409A of the Code and by the Committee, a Non-Employee Director who
is granted a discretionary Restricted Stock Award hereunder may
elect to defer within 30 days following receipt of such Award the portion of
such Award that does not vest (except by reason of death, disability or a
Change in Control) within twelve months following any such election.


 


c.             Section 6.3
(“Fractional Shares”) is
redesignated as Section 6.2.


 

















 


d.             Section 7.2
is amended by adding a new sentence at the end thereof to read as follows:


 


Unless otherwise determined
by the Committee and set forth in the applicable Award Agreement as a separate
award thereunder, Non-Employee Directors credited with any Stock Unit shall not
have the right to receive dividends on such Stock Units.


 


e.             The second sentence of Section 7.4(a) is
replaced by a new sentence to read as follows:


 


Such election must be filed
before the Company’s taxable year in which the services of the Non-Employee
Director relating to the Award commence.


 


f.              Section 7.4(c) is
amended and restated to read as follows:


 


(c)  Stock Unit Account.  Any Stock Unit awarded to, and any amount of
an Award deferred by, a Non-Employee Director and converted into Stock Units
pursuant to Section 6.1, 7.4(a) or 7.4(b) shall be credited to a
bookkeeping account (the “Stock Unit Account”) in the name of such Non-Employee
Director.


 


g.             Section 7.4(e) is amended
and restated to read as follows:


 


Form of
Distribution of Stock Unit Account.  Upon the
occurrence of any event giving rise to a distribution, Stock Units and other
amounts deferred under this Plan shall be distributed in Shares or in cash in a
single distribution as determined by the Committee.


 


This First Amendment to the
BancTec, Inc. Amended and Restated 2007 Non-Employee Director Equity Plan
has been executed this 26th day of February, 2010.


 


 


	
   

  	
  BANCTEC, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J. Coley Clark

  
	
   

  	
   

  	
  Name: J. Coley Clark

  
	
   

  	
   

  	
  Title:   Chairman
  and Chief Executive Officer

  



 


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