<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 26, 1995
Registration No. 33-
================================================================================
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
BANCTEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1559633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4435 SPRING VALLEY ROAD
DALLAS, TEXAS 75244
(Address of principal executive offices, including zip code)
____________________
BANCTEC, INC./RECOGNITION INTERNATIONAL INC. 1990 CORPORATE INCENTIVE PLAN
BANCTEC, INC./RECOGNITION INTERNATIONAL INC. CORPORATE INCENTIVE PLAN
BANCTEC, INC./RECOGNITION INTERNATIONAL INC. STOCK OPTION PLAN VII
BANCTEC, INC./RECOGNITION INTERNATIONAL INC. DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
TOD V. MONGAN
SENIOR VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
BANCTEC, INC.
4435 SPRING VALLEY ROAD
DALLAS, TEXAS 75244
(Name, address and telephone number of agent for service)
copy to:
JIM A. WATSON
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7762
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 1,354,763 shares $20.25 $27,433,950 $9,460
===========================================================================================
</TABLE>
*Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended, and
based on the average of the high and low prices of the Common Stock reported on
The Nasdaq National Market on October 19, 1995.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by BancTec, Inc., a Delaware corporation
(the "Company'), and are incorporated herein by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
March 26, 1995;
(b) The Company's Current Report on Form 8-K dated May 19, 1995
(filed with the Commission on May 31, 1995);
(c) The Company's Quarterly Report on Form 10-Q dated August 4,
1995, for the quarter ended June 25, 1995; and
(b) The description of the Company's Common Stock, $.01 par value
per share, contained in the Company's Registration Statement on
Form 8-A filed with the Commission on July 6, 1988.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date hereof and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Article Eleventh of the Certificate of Incorporation of the Company
provides that the Company shall indemnify its officers and directors to the
maximum extent allowed by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the Company generally has
the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits
by or in the right of the Company, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the Company, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Company also has the power to purchase and maintain insurance for its
2
<PAGE>
directors and officers. Additionally, Article Eleventh of the Certificate of
Incorporation provides that, in the event that an officer or director files suit
against the Company seeking indemnification of liabilities or expenses incurred,
the burden will be on the Company to prove that the indemnification would not be
permitted under the Delaware General Corporation Law.
The preceding discussion of the Company's Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law.
The Company has entered into indemnity agreements with its directors
and officers. Pursuant to such agreements, the Company will, to the extent
permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the Company or assumed certain responsibilities at
the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 -- BancTec, Inc./Recognition International Inc. 1990 Corporate
Incentive Plan, as amended and restated on October 23, 1995.
4.2 -- BancTec, Inc./Recognition International Inc. Corporate
Incentive Plan, as amended and restated on October 23, 1995.
4.3 -- BancTec, Inc./Recognition International Inc. Stock Option Plan
VII, as amended and restated on October 23, 1995.
4.4 -- BancTec, Inc./Recognition International Inc. Director Stock
Option Plan, as amended and restated on October 23, 1995.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
24.1 -- Power of Attorney (see signature pages hereto)
ITEM 9. UNDERTAKINGS.
------------
The Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act;
3
<PAGE>
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 26th day of October,
1995.
BANCTEC, INC.
By:
________________________________
Grahame N. Clark, Jr.
Chairman of the Board
and Chief Executive Officer
Each person whose signature appears below authorizes Grahame N. Clark, Jr.
and Tod V. Mongan, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Company and to file any amendments to this Registration
Statement necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection with
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney may deem appropriate.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
_______________________ Chairman of the Board and Chief October 26, 1995
Grahame N. Clark, Jr. Executive Officer and Director
(Principal Executive Officer)
_______________________ President and Director October 26, 1995
Norton A. Stuart, Jr.
_______________________ Senior Vice President, Chief October 26, 1995
Raghavan Rajaji Financial Officer and Treasurer
(Principal Financial Officer)
_______________________ Vice President and Corporate October 26, 1995
Michael D. Kubic Controller (Principal Accounting
Officer)
_______________________ Director October 26, 1995
Michael E. Faherty
_______________________ Director October 26, 1995
Paul J. Ferri
_______________________ Director October 26, 1995
Rawles Fulgham
_______________________ Director October 26, 1995
Thomas G. Kamp
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
_______________________ Director October 26, 1995
Michael A. Stone
_______________________ Director October 26, 1995
Merle J. Volding
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Description of Exhibit Page No.
- ------- ---------------------- --------
<S> <C> <C>
4.1 -- BancTec, Inc./Recognition International Inc. 1990 Corporate
Incentive Plan, as amended and restated on October 23, 1995.
4.2 -- BancTec, Inc./Recognition International Inc. Corporate Incentive
Plan, as amended and restated on October 23, 1995.
4.3 -- BancTec, Inc./Recognition International Inc. Stock Option Plan VII,
as amended and restated on October 23, 1995.
4.4 -- BancTec, Inc./Recognition International Inc. Director Stock Option
Plan, as amended and restated on October 23, 1995.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of Arthur Andersen LLP
24.1 -- Power of Attorney (see signature pages hereto)
</TABLE>
7
<PAGE>
EXHIBIT 4.1
BANCTEC, INC./RECOGNITION INTERNATIONAL INC.
1990 CORPORATE INCENTIVE PLAN
As Amended and Restated October 23, 1995
The purposes of this Amended and Restated BancTec, Inc./Recognition
International Inc. 1990 Corporate Incentive Plan (the "Plan") are to provide an
incentive for key employees of Recognition International Inc. (the "Company"), a
Delaware corporation and wholly-owned subsidiary of BancTec, Inc. ("BancTec"),
and its subsidiaries to remain in the employ of the Company and/or its
subsidiaries and to improve their performance of duties for the Company and/or
its subsidiaries, to provide an opportunity for such employees to acquire a, or
enlarge their, proprietary interest in the Company so that they will devote
their best efforts to the benefit of the Company and to provide a method of
rewarding key employees of the Company and its subsidiaries for superior
performance.
DEFINITIONS
As used in the Plan, the following terms shall, unless the context
otherwise requires, have the respective meanings set forth below:
(a) "Additional Right" shall mean a stock appreciation right granted by
the Committee pursuant to the Plan entitling the holder upon the exercise
of the Related Option to receive the cash amount described in Section 3.2
of the Plan in addition to the shares of Common Stock issuable upon
exercise of his Related Option.
(b) "Alternative Right" shall mean a stock appreciation right granted by
the Committee pursuant to the Plan entitling the holder upon exercise
thereof (and the concurrent termination of the corresponding portion of the
Related Option) to receive the cash amount and/or shares of Common Stock
described in Section 3.3 of the Plan in lieu of the shares of Common Stock
that would have been deliverable had he exercised the corresponding portion
of such Related Option.
(c) "Award Income" shall mean for any Performance Year the consolidated net
income of the Company and subsidiaries for such Performance Year as shown
on the consolidated statement of operations set forth in the Annual Report
to Shareholders of the Company for such Performance Year, adjusted by (i)
adding thereto the provision for income taxes, (ii) adding thereto the
amount of any charge to income by reason of the Plan and (iii) deducting
therefrom the amount of any credit to income by reason of the Plan. The
Award Income for any Performance Year for which the consolidated statement
of operations shows a net loss shall be deemed to be zero.
(d) "Award Reserve" shall mean at any time the total amount expressed in
U.S. dollars that is available at the time for the grant of Performance
Awards.
(e) "Common Stock" shall mean the Common Stock, par value $.01 per share,
of BancTec or the other kind(s) of securities which shall be substituted
for Common Stock or to which Common Stock shall be adjusted in accordance
with Section 5.6 of the Plan. "Shares" shall mean shares of Common Stock or
shares or units of such other kinds of securities.
1
<PAGE>
(f) "Committee" shall mean the Compensation Committee of the Board of
Directors of the Company which shall consist of three or more members of
the Board of Directors, each of whom shall be selected by and serve at the
pleasure of the Board of Directors and shall be a disinterested person (as
that term is defined in Rule 16b-3, or any similar or superseding
regulation or regulations, in effect from time to time ("Rule 16b-3"),
under the Securities Exchange Act of 1934, as amended, or any similar or
superseding statute or statutes, in effect from time to time (the "1934
Act")).
(g) "Fair Market Value" on any date shall mean (i) the closing sale price
per share of Common Stock on the Nasdaq National Market System on such
date, or if there be no sales reported on such date, on the preceding
business day on which a sale is reported or (ii) if the Common Stock is not
then listed on any securities exchange or automated interdealer quotation
system, the amount reasonably determined by the Committee to be the Fair
Market Value per share of Common Stock on such date.
(h) "Option" shall mean an employee stock option granted by the Committee
pursuant to the Plan. An "Incentive Stock Option" shall mean an Option
which meets the requirements of Section 422A of the Internal Revenue Code
of 1986, as amended, or any similar or superseding statute or statutes, in
effect from time to time (the "Code").
(i) "Parent" shall mean BancTec, Inc. ("BancTec") or any successor
corporation that owns, directly or indirectly, stock possessing more than
50% of the voting power of all classes of stock of the Company.
(j) "Performance Award" shall mean a performance award granted by the
Committee pursuant to the Plan entitling the recipient to receive the cash
and/or shares of Common Stock described in Section 4.1 of the Plan.
(k) "Performance Year" shall mean the fiscal year of the Company ending on
October 31, 1991 and each subsequent fiscal year that ends during the term
of the Plan.
(l) "Related Option" shall mean any option to purchase Common Stock,
heretofore or hereafter granted by Recognition to any employee of
Recognition and/or any Subsidiary under the Plan or otherwise, with respect
to all or any portion of the shares of Common Stock covered by such option,
an Additional Right or an Alternative Right, or both, has been granted.
(m) "Rights" shall mean both Additional Rights and Alternative Rights.
(n) "Securities" shall mean shares of Common Stock of BancTec acquired
upon exercise or payment of Options or Rights or Performance Awards and any
securities issued in respect of such shares.
(o) "Spread" shall mean (i) with respect to the exercise of any
Alternative Right an amount equal to the product computed by multiplying
(A) the excess of (X) the Fair Market Value per share of Common Stock on
the date the Right is exercised over (Y) the option price per share of
Common Stock at which the Related Option is exercisable, by (B) the
2
<PAGE>
number of shares of Common Stock (covered by the Related Option) with
respect to which such Right is being exercised, and (ii) with respect to
the exercise of any Related Option an amount equal to the product computed
by multiplying (A) the excess of (X) the Fair Market Value per share of
Common Stock on the date the Related Option is exercised over (Y) the
option price per share at which such Related Option is exercisable, by (B)
the number of shares of Common Stock with respect to which such Related
Option is being exercised.
(p) "Subsidiary" shall mean any corporation, if stock possessing more than
50% of the voting power of all classes of stock of such corporation is
owned, directly or indirectly, by the Company.
I
ADMINISTRATION
Section 1.1 ADMINISTRATION. The Plan shall be administered by the
--------------
Committee. The Committee from time to time may prescribe, amend and rescind
such rules, regulations, provisions and procedures, consistent with the terms of
the Plan, as, in its opinion, may be advisable in the administration of the Plan
and shall determine the provisions, which shall be consistent with the terms of
the Plan but need not be identical, of the respective agreements required by
Section 1.6 of the Plan, including, without limitation, provisions (a)
specifying the term, and period or periods and extent of exercisability, of
Options and Rights, (b) by imposing, and specifying the nature and extent of,
restrictions, if any, upon disposition of any Securities, (c) specifying the
circumstances, if any, under which all or part of any Securities may be required
to be forfeited and surrendered to the Company (and the consideration, if any,
to be paid by the Company for any such Securities forfeited and surrendered) and
(d) specifying the extent and times of lapse of any such restrictions or risks
of forfeiture. The Committee shall have the authority, in its discretion, to
construe and interpret the Plan and such respective agreements and to make all
other determinations necessary or advisable for administering the Plan. A
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Committee, shall be the acts of the
Committee, unless provisions to the contrary are embodied in the Company's By-
Laws or resolutions duly adopted by the Board of Directors. All actions taken
and decisions or determinations made by the Committee pursuant to the Plan shall
be binding and conclusive on all persons interested in the Plan. No member of
the Committee shall be liable for any action, decision or determination taken or
made in good faith with respect to the Plan or any Option, Right or Performance
Award granted under it.
Section 1.2 ELIGIBILITY. The employees of the Company and its
-----------
Subsidiaries (including officers and directors thereof if they are such
employees) who, in the opinion of the Committee, possess a capacity for
contributing, or have contributed, in substantial measure to the successful
performance of the Company shall be eligible to be granted Options, Rights and
Performance Awards. From such eligible employees, the Committee shall, from
time to time, choose those, if any, to whom Options, Rights and/or Performance
Awards shall be granted. More than one Option, Right and/or Performance Award
may be granted to the same person. The adoption of the Plan shall not be deemed
to give any person a right to be granted any Option, Right or Performance Award.
Section 1.3 SHARES AVAILABLE. The Board of Directors of BancTec shall
----------------
reserve for the purposes of the
3
<PAGE>
Plan, out of the authorized but unissued shares of Common Stock or out of shares
of Common Stock held in the BancTec's Treasury, or partly out of each, as shall
be determined by the Board of Directors of BancTec, a total of 762,321 shares of
such Common Stock. Any shares delivered upon exercise of Options or Alternative
Rights or in payment of Additional Rights or Performance Awards granted under
the Plan shall reduce by the number of shares so delivered the number of shares
available for granting of Options, Rights and/or Performance Awards under the
Plan; provided, however, that shares delivered upon exercise of an Alternative
Right relating to an option not granted under the Plan shall be deemed to have
been delivered from the shares reserved for delivery upon exercise of such
option and shall not reduce the number of shares available under the Plan. If an
Option granted under the Plan to any employee expires or is cancelled or
terminated unexercised as to any shares covered thereby, or if a Performance
Award granted to any employee and payable in shares is forfeited as to any
undelivered shares included therein or if any Securities are forfeited and
surrendered to the Company, such shares or Securities shall be available for
granting of Options, Rights and/or Performance Awards under the Plan. Upon the
exercise of an Alternative Right relating to an Option granted under the Plan,
there shall be restored to the shares available for granting of Options, Rights
and/or Performance Awards under the Plan a number of shares equal to the excess
of (i) the number of shares as to which the Related Option terminates as the
result of such exercise over (ii) the number of shares delivered to the optionee
upon such exercise.
Section 1.4 LIMITATION. Subject to adjustment in accordance with Sections
----------
5.6 and 5.7 of the Plan, notwithstanding anything to the contrary elsewhere in
this Plan, the number of shares of Common Stock with respect to which Options
and/or Rights may be granted to any person in any fiscal year of the Company
shall not exceed an aggregate of 500,000 shares in the case of the Company's
chief executive officer and shall not exceed an aggregate of 250,000 shares in
the case of any other person. If Options or Rights granted under the Plan are
cancelled or amended, then the application of the foregoing limitations shall be
determined in accordance with regulations issued by the Treasury Department
under Section 162(m) of the Code.
Section 1.5 AUTHORITY OF THE COMMITTEE TO GRANT OPTIONS, RIGHTS AND
-------------------------------------------------------
PERFORMANCE AWARDS. Subject to the provisions of the Plan, the Committee shall
- ------------------
have authority, in its discretion, to determine the persons to whom Options,
Rights and Performance Awards shall be granted, to grant Options, Rights and
Performance Awards, to determine the number of shares to be covered by any
Option and to establish limits upon the maximum number of shares (which may be
stated as a maximum percentage of a total Right or a maximum dollar amount of a
total Performance Award) to be issued or delivered upon exercise or payment of
each Right or Performance Award. The Committee shall have the authority to
grant Incentive Stock Options under the Plan. Options shall be clearly
identified as Incentive Stock Options or non-Incentive Stock Options at the time
of grant.
Section 1.6 AGREEMENTS. The specific terms of each Option, Right and
----------
Performance Award granted by the Committee pursuant to the Plan shall be
determined by the Committee, consistent with the terms of the Plan, and shall be
set forth and confirmed in an agreement which shall be in such form and contain
such provisions as shall be determined from time to time by the Committee and
which shall be executed pursuant to and with reference to the Plan by the
Company and the person to whom such Option, Right or Performance Award is
granted. Any such agreement may contain any provisions, consistent with the
terms of the Plan, as may be deemed necessary or appropriate and approved by the
Committee and may be amended from time to time by written instrument executed by
the Company and the person holding such Option, Right or Performance
4
<PAGE>
Award to reflect any change in the provisions thereof made in accordance with
the Plan. The agreements relating to Options, Rights and/or Performance Awards
granted to the same person may be included in a single instrument or in separate
instruments as determined from time to time by the Committee. With respect to an
Incentive Stock Option, the Committee shall specify such terms and provisions as
the Committee may determine to be necessary or desirable to qualify such Option
as an "incentive stock option" within the meaning of Section 422A of the Code.
With respect to any Option, Right or Performance Award, the Committee shall
specify such terms and provisions as the Committee may determine to be necessary
or desirable to comply with Section 16(a) or 16(b) of the 1934 Act and the rules
and regulations thereunder, in effect from time to time.
Section 1.7 NOTICE OF EXERCISE. Each exercise of an Option or Right must
------------------
be evidenced by written notice of exercise to the Company in form satisfactory
to the Committee.
II
STOCK OPTIONS
Section 2.1 OPTION TERMS. The Committee shall establish the option price
------------
per share at the time any Option is granted, and such option price per share
shall not be less than the greater of (a) 50% of the Fair Market Value per share
of the shares subject to such Option on the day such Option is granted or (b)
the per share par value of such shares; provided, however, that, so long as
required by the Code, the option price per share for an Incentive Stock Option
shall not be less than 100% (or 110% if the holder of the Incentive Stock Option
owns stock possessing more than 10% of the combined voting power of all classes
of stock of BancTec or any Parent or Subsidiary) of the Fair Market Value per
share of the shares subject to such Option on the day such Option is granted.
The option price will be subject to adjustment in accordance with the provisions
of Section 5.6 of the Plan. Options may be granted under the Plan for terms of
not more than ten years from the date of grant thereof.
Section 2.2 CONTINUATION OF EMPLOYMENT. Each Option by its terms shall
--------------------------
require the employee granted such Option to remain in the continuous employ of
the Company and/or a Subsidiary for such period or periods as the Committee
shall determine at the time of grant, from the date of grant of his Option
before the right to exercise any part of the Option will accrue, provided that
the Committee at any time, or from time to time, after the time of grant may in
its discretion shorten such period or periods.
Section 2.3 EXERCISE OF OPTIONS. Subject to the provisions of this
-------------------
Article II, each Option shall become and be exercisable at such time or times
and during such period or periods, in full or in such installments (which may be
cumulative or noncumulative), as may be determined by the Committee at the time
of the grant of such Option, provided that the Committee at any time, or from
time to time, after the time of grant may in its discretion accelerate the
exercisability of all or any portion of any Option by accelerating the date on
which it was initially to have become exercisable and/or, in the case of Options
exercisable in installments, accelerating the dates on which all or any portion
of any or all of such installments were initially to have become exercisable.
Section 2.4 OPTION PRICE. The option price of each share purchased
------------
pursuant to exercise of each Option shall be paid either (i) entirely in cash or
(ii) if permitted by the Committee in its sole
5
<PAGE>
discretion, partially or entirely in full shares of Common Stock, with the
balance, if any, to be paid in cash. Any payment of the option price in shares
of Common Stock shall be credited toward the option price at the Fair Market
Value per share of such shares on the date of payment. Any payment to
the Company in shares of Common Stock as permitted by this Section 2.4 shall
vest in the Company good and unencumbered title thereto, free and clear of all
liens, restrictions, charges, encumbrances and adverse claims, and shall be
effected by delivery of the certificate(s) representing such shares, duly
endorsed in blank or accompanied by stock power(s) duly executed in blank and
otherwise in proper form for transfer.
III
STOCK APPRECIATION RIGHTS
Section 3.1 GRANT OF RIGHTS. The Committee shall have authority in its
---------------
discretion to grant an Additional Right, an Alternative Right, or both, to the
holder of any Related Option with respect to all or a portion of the shares of
Common Stock covered by such Related Option. Any such Right may be granted
either at the time of grant of the Related Option or at any time thereafter
during its term. Each Right shall be exercisable only if and to the extent that
the Related Option (as it may from time to time be modified or amended and in
effect) is exercisable. Upon the exercise of an Alternative Right, the Related
Option (and any Additional Right with respect to which such Related Option is
also a Related Option) shall terminate to the extent of the number of shares of
Common Stock (covered by such Related Option) with respect to which such
Alternative Right is exercised, and each holder of an Alternative Right granted
under this Plan by his exercise thereof shall confirm his agreement to such
termination of the Related Option, any such Additional Right or portion thereof.
Upon the exercise of a Related Option, any Alternative Right with respect to
such Related Option shall terminate to the extent of the number of shares of
Common Stock with respect to which the Related Option was exercised. Upon the
expiration, termination or cancellation of a Related Option, all Rights with
respect to such Related Option shall terminate to the extent of the number of
shares of Common Stock with respect to which the Related Option expired or was
terminated or cancelled.
Section 3.2 ADDITIONAL RIGHTS. Upon the exercise of a Related Option, the
-----------------
holder of an Additional Right granted with respect to such Related Option shall
be entitled to receive an amount in cash equal to the product computed by
multiplying (i) the Spread, by (ii) a percentage factor (which may be any
percentage factor equal to or greater than 10% and equal to or less than 100%)
as determined by the Committee at the time of the grant of such Additional
Right or as determined in accordance with a formula for determination of such
percentage factor established by the Committee at the time of the grant of such
Additional Right. If no percentage factor or formula is otherwise specified by
the Committee at the time of grant of such Additional Right, the percentage
factor shall be deemed to be 100%. The Committee at any time, or from time to
time, after the time of grant may in its discretion increase such percentage
factor (or amend such formula so as to increase such factor) to not more than
100%.
Section 3.3 ALTERNATIVE RIGHTS. Upon the exercise of an Alternative
------------------
Right, the holder thereof, subject to Section 3.4 of the Plan, shall be entitled
at his election, to receive either:
(i) the number of shares of Common Stock equal to the quotient computed
by
6
<PAGE>
dividing the Spread by the Fair Market Value per share of Common
Stock on the date of exercise of the Alternative Right, provided,
however, that in lieu of fractional shares of Common Stock
Recognition shall pay cash equal to the same fraction of the Fair
Market Value per share of Common Stock on the date of exercise of
such Alternative Right, or
(ii) an amount in cash equal to the Spread, or
(iii) a combination of (A) cash in the amount specified in such holder's
notice of exercise and (B) a number of shares of Common Stock
calculated as provided in clause (i) of this Section 3.3 after
reducing the Spread by such cash amount, plus cash in lieu of
fractional shares of Common Stock as provided above.
Section 3.4 EXERCISE OF ALTERNATIVE RIGHTS. To exercise an Alternative
------------------------------
Right, the holder shall (i) give written notice thereof to the Company in form
satisfactory to the Committee specifying (A) the number of shares (covered by
the Related Option) with respect to which he is exercising the Alternative Right
and (B) the amount he elects to receive in cash and/or the amount he elects to
receive in shares with respect to the exercise of the Alternative Right. The
date of exercise of an Alternative Right which is validly exercised shall be
deemed to be the date on which Recognition shall have received the notice
referred to in the preceding sentence.
IV
PERFORMANCE AWARDS
Section 4.1 PERFORMANCE AWARDS. Performance Awards, stated in dollar
------------------
amounts, may be granted by the Committee in its discretion at such time or times
after the end of each Performance Year as may be determined by the Committee.
At the discretion of the Committee, Performance Awards may be payable either
wholly in cash, wholly in full shares of Common Stock (with any fractional
shares being payable in cash) or partly in cash and partly in full shares of
Common Stock. Payment and/or delivery of a Performance Award, in the discretion
of the Committee, may be made (i) in full at the time of grant of such
Performance Award, or (ii) in any number of one or more annual or other deferred
installments (which need not be equal), which shall be payable at such times and
over such period of time as determined by the Committee. The number of shares
of Common Stock to be delivered in payment of a Performance Award shall be
determined by dividing the dollar amount of the Performance Award (or the
portion thereof payable in shares of Common Stock) by the Fair Market Value per
share of Common Stock on the date such Performance Award is granted (with any
fractional share resulting from such determination to be paid in cash equal to
the same fraction of the Fair Market Value per share of Common Stock on such
date).
Section 4.2 AWARD RESERVE. The Award Reserve, at any time, shall equal
-------------
the sum of (i) the dollar amount, if any, determined by the Committee during the
then current year for addition to the Award Reserve (which amount shall not
exceed 5% of the Award Income for the preceding Performance Year), plus (ii) the
aggregate dollar amount, if any, determined by the Committee in all prior years
for addition to the Award Reserve, plus (iii) the dollar amount of the forfeited
portion of any Performance Award previously granted, plus (iv) the dollar amount
of any portion of any Performance Award previously paid which is attributable to
Securities that have been forfeited and
7
<PAGE>
surrendered to the Company, less (v) the dollar amount of all Performance Awards
granted prior to the date of determination. As promptly as practicable after the
end of each Performance Year, the Committee shall determine (i) the then current
total amount of the Award Reserve, (ii) the amount of Award Income for such
Performance Year and (iii) the amount to be added to the Award Reserve in the
then current year in respect of the preceding Performance Year.
Section 4.3 EMPLOYMENT. Notwithstanding the provisions of Section 4.1 of
----------
the Plan, no Performance Award may be granted to any person unless he was an
employee of the Company and/or any Subsidiary during a part of the Performance
Year immediately preceding the year during which such Performance Award is
proposed to be granted, and the aggregate dollar amount of the Performance
Awards granted at any time may not exceed the total dollar amount of the Award
Reserve at such time. Except as provided in Section 5.2 of the Plan, a deferred
installment of any Performance Award shall not be paid or delivered if the
employment of the recipient by Recognition and all Subsidiaries has terminated
prior to the date on which such installment is to be paid, and the unpaid
portion of each Performance Award shall be forfeited upon such termination of
employment. The dollar amount of the forfeited deferred portion of any
Performance Award and of any previously paid portion of any Performance Award in
respect of which Securities have been forfeited and surrendered shall be added
to the Award Reserve.
V
ADDITIONAL PROVISIONS
Section 5.1 NON-TRANSFERABILITY. Options, Rights and Performance Awards
-------------------
shall not be transferable by the recipient otherwise than by Will or, if he dies
intestate, by the laws of descent and distribution of the jurisdiction of his
domicile at the time of his death, and such Options, Rights and Performance
Awards shall be exercisable or payable during his lifetime only by or to such
recipient or his guardian or legal representative.
Section 5.2 TERMINATION OF EMPLOYMENT. If the employment by the Company
-------------------------
and all Subsidiaries of a person who is the holder of any Option or Right or the
recipient of any Performance Award shall terminate because of such person's
discharge for cause, his rights under any then outstanding Option, Right and
Performance Award shall terminate and be forfeited immediately as to any
unexercised or unpaid portion thereof. If any such person's employment shall
terminate for any reason other than for cause (other than by reason of his death
or disability), (i) each outstanding Option held by him shall be exercisable by
him at any time prior to the expiration date of the Option or within three
months after the date of such termination of employment, whichever is the
shorter period, but only to the extent such Option was exercisable at the date
of such termination, (ii) each outstanding Right held by him shall be
exercisable or payable to the extent and for the period that the Related Option
is or becomes exercisable in accordance with its terms and (iii) the deferred
installments of each Performance Award payable to him shall become immediately
payable to the extent, if any, determined by the Committee, and the balance of
such Performance Award shall be forfeited. In the event of termination of
employment by reason of disability (of which the Committee shall be the sole
judge) or the death of any such person while such person is an employee of the
Company or a Subsidiary, (i) each outstanding Option held by him shall be fully
exercisable (whether or not exercisable on the date of his death or termination
of employment by reason of disability) at any time prior to the expiration date
of the Option or within six months after the date
8
<PAGE>
of death or termination of employment, whichever is the shorter period, (ii)
each outstanding Right held by him shall be exercisable or payable to the extent
and for the period that the Related Option is or becomes exercisable in
accordance with its terms and (iii) the deferred installments of each
Performance Award payable to him shall become immediately payable in full. To
the extent any Right or Option is not exercised or paid during the period after
termination of the holder's employment specified in this Section 5.2, such Right
and Option shall terminate at the end of such period. In the case of death or
disability, Options and Alternative Rights shall be exercisable by and
Additional Rights and Performance Awards shall be payable to the person or
persons specified in such deceased person's Will or, if such deceased person
shall have failed to make specific provision in his Will for such exercise or
payment or shall have died intestate, or in the case of disability, when
appropriate, by or to such person's guardian or legal representative. Anything
to the contrary contained in this Section 5.2 notwithstanding, the Committee, in
its sole discretion, may, at the time of the grant or at any time thereafter,
increase the period or extent of, or accelerate, exercisability or payment of
any Option, Right or Performance Award.
Section 5.3 LEAVE OF ABSENCE. The Committee may make such provisions
----------------
regarding the effect of a leave of absence of any recipient as the Committee
shall determine.
Section 5.4 SECURITIES LAWS; COMPLIANCE WITH LAWS. Each exercise or
-------------------------------------
payment of an Option, Right or Performance Award shall, at the election of the
Committee, be contingent upon receipt by the Company from the recipient (or, in
the event of his death or disability, his legal representatives, legatees or
distributees) of such written representations (if any) concerning the
recipient's (or their) intentions with regard to the acquisition, retention or
disposition of the shares being acquired upon exercise or payment of such
Option, Right or Performance Award and/or such written covenants and agreements
(if any) as to the acquisition, retention and disposition of such shares as, in
the opinion of the Committee, may be necessary to ensure that the acquisition
and any disposition of such shares by the recipient or such other persons will
not involve a violation of the Securities Act of 1933, as amended, or any
similar or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect. Each Option, Right and Performance Award shall
be subject to the requirement that if at any time the Committee shall determine,
in its discretion, that the listing, registration or qualification of Common
Stock subject to such Option, Right or Performance Award upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with the granting of, such Option, Right or Performance Award or the
issuance or delivery of shares thereunder, such Option, Right or Performance
Award may not be exercised or paid in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee. Nothing in the
Plan or in any Option, Right or Performance Award granted under it shall require
the Company to issue or deliver any shares upon exercise or payment of any
Options, Rights or Performance Awards if such issuance or delivery would, in the
opinion of counsel for Recognition, constitute a violation of the Securities Act
of 1933, as amended, or any similar or superseding statute or statutes, or any
other applicable statute or regulation, as then in effect.
Section 5.5 ISSUANCE OF SHARES. A person exercising an Option or
------------------
Alternative Right or receiving a payment of an Additional Right or a Performance
Award shall not be treated as having become the registered owner of any shares
of Common Stock issuable or deliverable on such exercise or payment until such
shares are issued and delivered.
9
<PAGE>
Section 5.6 ADJUSTMENT OF NUMBER AND KIND OF SHARES. The 762,321 shares
---------------------------------------
available for the Plan as provided in Section 1.3 of the Plan are a part of the
Common Stock, par value $.01 per share, of BancTec, presently authorized in
the Certificate of Incorporation of BancTec. In the event that a
dividend shall be declared and paid upon the Common Stock payable in shares of
Common Stock, the number of undelivered shares of Common Stock then subject to
any Option, Right or Performance Award and the number of shares of Common Stock
at the time reserved for sale or delivery pursuant to the Plan but not at the
time covered by an Option, Right or Performance Award, shall be adjusted by
adding to each such share the number of shares which would be distributable
thereon if such share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend. In the event that the
outstanding shares of Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of BancTec,
whether through amendment of the Company's certificate of incorporation,
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation (other than a merger or consolidation to which Section 5.7 of
the Plan applies), then there shall be substituted for each undelivered share of
Common Stock then subject to any Option or Performance Award and for each share
of Common Stock at the time reserved for sale or delivery pursuant to the Plan
but not at the time covered by an Option or Performance Award, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be
exchanged. In the event there shall be any change, other than as specified above
in this Section 5.6, in the outstanding shares of Common Stock, then if the
Committee shall, in its sole discretion, determine that such change equitably
requires an adjustment or change in the number or kind of shares then reserved
for sale or delivery pursuant to the Plan but not at the time covered by an
Option or Performance Award and of undelivered shares then subject to an Option
or Performance Award, such adjustment or change shall be made by the Committee
and shall be effective and binding for all purposes of the Plan. In the case of
any such substitution or adjustment as provided for in this Section 5.6, the
option price in each stock option agreement for each share covered thereby prior
to such substitution or adjustment will be the option price for all shares which
shall have been substituted for such share or to which such share shall have
been adjusted pursuant to this Section 5.6. Upon the occurrence of any event
requiring or resulting in an adjustment or substitution pursuant to this Section
5.6, the Committee shall make such adjustment in any outstanding Right as shall
be necessary to correspond to any adjustment made to the Related Option pursuant
to the terms hereof or of such Related Option. The determination of the
Committee as to all adjustments and substitutions referred to in this Section
5.6 shall be conclusive. No adjustment or substitution provided for in this
Section 5.6 shall require the Company to deliver or sell a fractional share, and
any fractional shares resulting from any adjustment or substitution pursuant to
this Section 5.6 shall be eliminated from the applicable Option, Right or
Performance Award. The provisions of this Section 5.6 shall apply with respect
to successive dividends, amendments, reorganizations, recapitalizations, stock
split-ups, combinations of shares, mergers, consolidations and changes of the
kind referred to in this Section 5.6.
Section 5.7 BUSINESS COMBINATIONS. In the event that, while any Options,
---------------------
Rights or Performance Awards are outstanding under the Plan, there shall occur
(a) a merger or consolidation of the Company with or into another corporation in
which the Company shall not be the surviving corporation (for purposes of this
Section 5.7, the Company shall not be deemed the surviving corporation in any
such transaction if, as the result thereof, it becomes a wholly-owned subsidiary
of another corporation), (b) a dissolution of the Company or (c) a transfer of
all or substantially all of the assets of the Company in one transaction or a
series of related transactions to one or more
10
<PAGE>
other persons or entities, then, with respect to each Option, Right and
Performance Award outstanding immediately prior to the consummation of such
transaction:
(i) If provision is made in writing in connection with such transaction
for the continuance and/or assumption of the Options, Rights and
Performance Awards granted under the Plan, or the substitution for
such Options, Rights and Performance Awards of new options, rights
and awards equivalent to the Options, Rights and Performance Awards,
with appropriate adjustment as to the number and kind of shares or
other securities deliverable with respect thereto, the Options,
Rights and Performance Awards granted under the Plan, or the new
options, rights and awards substituted therefor, shall continue,
subject to such adjustment, in the manner and under the terms
provided in the respective agreements under Section 1.6.
(ii) In the event provision is not made in connection with such
transaction for the continuance and/or assumption of the Options,
Rights and Performance Awards granted under the Plan, or for the
substitution of equivalent options, rights and awards, then (A) each
holder of an outstanding Option shall be entitled, immediately prior
to the effective date of such transaction, to purchase the full
number of shares that he would otherwise have been entitled to
purchase during the entire remaining term of the Option, (B) the
holder of any Alternative Right shall be entitled, immediately prior
to the effective date of such transaction, to exercise such Right to
the extent the Related Option is or becomes exercisable at such time
in accordance with its terms, (C) the holder of any Additional Right
shall be entitled to receive, to the extent the Related Option is
exercised immediately prior to the effective date of such
transaction, the full amount of cash he would have been entitled to
receive if the Related Option had been exercised to such extent and
the percentage factor relating to such Additional Right were 100%,
(D) the recipient of any Performance Award shall be entitled,
immediately prior to the effective date of such transaction, to
receive all remaining installments of such Award and (E) any
restriction or risk of forfeiture imposed pursuant to Section 1.1 of
the Plan shall lapse immediately prior to the effective date of such
transaction. The unexercised portion of any Option or Alternative
Right and the portion of any Additional Right relating to the
unexercised portion of the Related Option shall be deemed cancelled
and terminated as of the effective date of such transaction.
VI
MISCELLANEOUS
Section 6.1 AMENDMENT OF PLAN. The Board of Directors of the Company
-----------------
shall have the right to amend, suspend or terminate the Plan at any time;
provided that an amendment shall be subject to shareholder approval if such
approval is required to comply with Rule 16b-3, the Code or the rules of any
securities exchange on which securities of the Company are listed at the time
such amendment is adopted. The Board of Directors may delegate to the Committee
all or any portion of its authority under this Section 6.1. No amendment,
suspension or termination (whether pursuant
11
<PAGE>
to this Section 6.1 or upon expiration of the stated term of the Plan) may,
without the consent of the holder of an existing Option, Right or Performance
Award, materially and adversely affect his rights under such Option, Right or
Performance Award.
Section 6.2 EFFECTIVE DATE AND DURATION OF PLAN; SHAREHOLDER APPROVAL.
---------------------------------------------------------
The Plan shall become effective on November 30, 1990 and, unless sooner
terminated pursuant to the terms hereof, the Plan shall terminate on November
30, 2000. The Plan (and each Option, Right and Performance Award granted under
the Plan) will become null and void unless the Plan is approved no later than
May 31, 1991, by the affirmative vote of the holders of a majority of the shares
of voting stock of all classes of the Company present, or represented, and
entitled to vote at a meeting of shareholders of the Company at which a majority
of the outstanding shares of the Company's voting stock is voted on the proposal
to approve the Plan. The agreement relating to each Option, Right and
Performance Award granted under the Plan prior to approval of the Plan by
shareholders as aforesaid shall expressly provide that such Option, Right or
Performance Award will not be exercisable or payable prior to such approval and
that such Option, Right or Performance Award will become null and void unless
the Plan is approved by the shareholders as aforesaid no later than May 31,
1991.
Section 6.3 RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in any
-----------------------------
Option, Right or Performance Award granted under it shall confer any right to
continue in the employ of the Company or any of its Subsidiaries or interfere in
any way with the right of the Company or any of its Subsidiaries to terminate
any employment at any time.
Section 6.4 REQUESTED INFORMATION. Each grantee of an Option, Right or
---------------------
Performance Award shall furnish to the Company all information requested by it
to enable it to comply with any reporting or other requirement imposed upon
Recognition by or under any applicable statute or regulation.
Section 6.5 PAYMENT OF TAXES. Prior to the exercise of any Option or the
----------------
exercise for shares of Common Stock of all or any portion of any Alternative
Right or the payment of any Performance Award in whole or in part by the
delivery of shares of Common Stock, the holder of such Option, Right or
Performance Award shall make arrangements satisfactory to Recognition for the
payment of any applicable federal or other withholding taxes payable as a result
thereof, which arrangements may include the withholding of shares of Common
Stock otherwise issuable upon the exercise or payment of such Option, Right or
Performance Award. Appropriate amounts to pay any such taxes shall be deducted
from any cash amount paid under the Plan.
Section 6.6 HEADINGS. The Article and Section headings contained in the
--------
Plan are for convenience and shall not affect the construction of the Plan.
12
<PAGE>
EXHIBIT 4.2
BancTec, Inc./Recognition International Inc.
CORPORATE INCENTIVE PLAN
(As Amended and Restated as of October 23, 1995)
The purposes of this Amended and Restated BancTec, Inc./Recognition
International Inc. Corporate Incentive Plan (the "Plan") are to provide an
incentive for key employees of Recognition International Inc. (the "Company"), a
Delaware corporation and wholly-owned subsidiary of BancTec, Inc. ("BancTec")
and its subsidiaries to remain in the employ of the Company and/or its
subsidiaries and to improve their performance of duties for the Company and/or
its subsidiaries, to provide an opportunity for such employees to acquire a, or
enlarge their, proprietary interest in the Company so that they will devote
their best efforts to the benefit of the Company and to provide a method of
rewarding key employees of the Company and its subsidiaries for superior
performance.
DEFINITIONS
As used in the Plan, the following terms shall, unless the context
otherwise requires, have the respective meanings set forth below:
(a) "Additional Right" shall mean a stock appreciation right granted by
the Committee pursuant to the Plan entitling the holder upon the exercise
of the Related Option to receive the cash amount described in Section 3.2
of the Plan in addition to the shares of Common Stock issuable upon
exercise of his Related Option.
(b) "Alternative Right" shall mean a stock appreciation right granted by
the Committee pursuant to the Plan entitling the holder upon the exercise
thereof (and the concurrent termination of the corresponding portion of the
Related Option) to receive the cash amount and/or shares of Common Stock
described in Section 3.3 of the Plan in lieu of the shares of Common Stock
that would have been deliverable had he exercised the corresponding portion
of such Related Option.
(c) "Award Income" shall mean for any Performance Year the consolidated
net income of the Company and subsidiaries for such Performance Year as
shown on the consolidated statement of income set forth in the Annual
Report to Shareholders of the Company for such Performance Year, adjusted
by (i) adding thereto the provision for income taxes, (ii) adding thereto
the amount of any charge to income by reason of the Plan, and (iii)
deducting therefrom the amount of any credit to income by reason of the
Plan. The Award Income for any Performance Year for which the consolidated
statement of income shows a net loss shall be deemed to be zero.
(d) "Award Reserve" shall mean at any time the total amount expressed in
U.S. dollars that is available at the time for the grant of Performance
Awards.
<PAGE>
(e) "Common Stock" shall mean the Common Stock, par value $.01 per share,
of BancTec or the other kind(s) of securities which shall be
substituted for Common Stock or to which Common Stock shall be adjusted in
accordance with Section 5.6 of the Plan. "Shares" shall mean shares of
Common Stock or shares or units of such other kinds of securities.
(f) "Committee" shall mean the Compensation Committee of the Board of
Directors of the Company which shall consist of three or more members of
the Board of Directors, each of whom shall be selected by and serve at the
pleasure of the Board of Directors and shall be a disinterested person (as
that term is defined in subparagraph (d)(3) of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended).
(g) "Fair Market Value" on any date shall mean (i) the closing sale price
per share of Common Stock on The Nasdaq National Market System on the
business day next preceding such date or if there be no sales reported on
such date, on the preceding business day on which a sale is reported or
(ii) if the Common Stock is not then listed on any securities exchange, the
amount reasonably determined by the Committee to be the Fair Market Value
per share of Common Stock on such date.
(h) "Option" shall mean an employee stock option granted by the Committee
pursuant to the Plan. An "Incentive Stock Option" shall mean an Option
which meets the requirements of Section 422A of the Internal Revenue Code
of 1954, as amended (the "Code").
(i) "Parent" shall mean BancTec or any successor corporation that owns,
directly or indirectly, stock possessing more than 50% of the voting power
of all classes of stock of the Company.
(j) "Performance Award" shall mean a performance award granted by the
Committee pursuant to the Plan entitling the recipient to receive the cash
and/or shares of Common Stock described in Section 4.1 of the Plan.
(k) "Performance Year" shall mean the fiscal year of the Company ending on
October 31, 1981 and each subsequent fiscal year that ends during the term
of the Plan.
(l) "Related Option" shall mean any option to purchase Common Stock,
heretofore or hereafter granted by the Company to any employee of the
Company and/or any Subsidiary under the Plan or otherwise, with respect to
all or any portion of the shares of Common Stock covered by such option, an
Additional Right or an Alternative Right, or both, has been granted.
<PAGE>
(m) "Rights" shall mean both Additional Rights and Alternative Rights.
(n) "Securities" shall mean shares of Common Stock of BancTec acquired
upon exercise of payment of Options or Rights or Performance Awards and any
securities issued in respect of such shares.
(o) "Spread" shall mean (i) with respect to the exercise of any
Alternative Right an amount equal to the product computed by multiplying
(a) the excess of (X) the Fair Market Value per share of Common Stock on
the date the Right is exercised over (Y) the option price per share of
Common Stock at which the Related Option is exercisable, by (B) the number
of shares of Common Stock (covered by the Related Option) with respect to
which such Right is being exercised, and (ii) with respect to the exercise
of any Related Option an amount equal to the product computed by
multiplying (A) the excess of (X) the Fair Market Value per share of Common
Stock on the date the Related Option is exercised over (Y) the option price
per share at which such Related Option is exercisable, by (B) the number of
shares of Common Stock with respect to which such Related Option is being
exercised.
(p) "Subsidiary" shall mean any corporation if stock possessing more than
50% of the voting power of all classes of stock of such corporation is
owned, directly or indirectly, by the Company.
I. ADMINISTRATION
Section 1.1 ADMINISTRATION. The Plan shall be administered by the
--------------
Committee. The Committee from time to time may prescribe, amend and rescind
such rules, regulations, provisions and procedures, consistent with the terms of
the Plan, as, in its opinion, may be advisable in the administration of the
Plan and shall determine the provisions, which shall be consistent with the
terms of the Plan but need not be identical, of the respective agreements
required by Section 1.5 of the Plan, including, without limitation, provisions
(a) specifying the term, and period or periods and extent of exercisability, of
Options (b) imposing, and specifying the nature and extent of, restrictions, if
any, upon disposition of any Securities, (c) specifying the circumstances, if
any, under which all or part of any Securities may be required to be forfeited
and surrendered to the Company (and the consideration, if any, to be paid by the
Company for any such Securities forfeited and surrendered) and (d) specifying
the extent and times of lapse of any such restrictions or risks of forfeiture.
The Committee shall have the authority, in its discretion, to construe and
interpret the Plan and such respective agreements and to make all other
determinations necessary or advisable for administering the Plan. A majority of
the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved in
writing by all members of the Committee, shall be the acts of the Committee,
unless provisions to the contrary are embodied in the Company's By-Laws or
resolutions duly adopted by the Board of Directors. All actions taken and
decisions or determinations made by the Committee
<PAGE>
pursuant to the Plan shall be binding and conclusive on all persons interested
in the Plan. No member of the Committee shall be liable for any action,
decision or determination taken or made in good faith with respect to the Plan
or any Option, Right or Performance Award granted under it.
Section 1.2 ELIGIBILITY. The employees of the Company and its
-----------
Subsidiaries (including officers and directors thereof if they are such
employees) who, in the opinion of the Committee, possess a capacity for
contributing, or have contributed, in substantial measure to the successful
performance of the Company shall be eligible to be granted Options, Rights and
Performance Awards; provided, however, that no such employee who, immediately
after the grant of an Option, would own (within the meaning of Section 425(d) of
the Internal Revenue Code of 1954, as amended) stock possessing more than 10% of
the combined voting power of all classes of the Company or any Parent or
Subsidiary shall be eligible to be granted Options, but any such employee may be
granted Rights and/or Performance Awards. From such eligible employees, the
Committee shall, from time to time, choose those, if any, to whom Options,
Rights and/or Performance Awards shall be granted. More than one Option, Right
and/or Performance Award may be granted to the same person. The adoption of
the Plan shall not be deemed to give any person a right to be granted any
Option, Right or Performance Award.
Section 1.3 SHARES AVAILABLE. The Board of Directors of BancTec shall
----------------
reserve for the purposes of the Plan, out of the authorized but unissued shares
of Common Stock or out of shares of Common Stock held in BancTec's Treasury, or
partly out of each, as shall be determined by the Board of Directors of BancTec,
a total of 219,661 shares of such Common Stock. Any shares delivered upon
exercise of Options or Alternative Rights or in payment of Additional Rights or
Performance Awards granted under the Plan shall reduce by the number of shares
so delivered the number of shares available for granting of Options, Rights
and/or Performance Awards under the Plan; provided, however, that shares
delivered upon exercise of an Alternative Right relating to an option not
granted under the Plan shall be deemed to have been delivered from the shares
reserved for delivery upon exercise of such option and shall not reduce the
number of shares available under the Plan. If an Option granted under the Plan
to any employee expires or is cancelled or terminated unexercised as to any
shares covered thereby, or if a Performance Award granted to any employee and
payable in shares is forfeited as to any undelivered shares included therein or
if any Securities are forfeited and surrendered to the Company, such shares or
Securities shall be available for granting of Options, Rights and/or Performance
Awards under the Plan. Upon the exercise of an Alternative Right relating to an
Option granted under the Plan, there shall be restored to the shares available
for granting of Options, Rights and/or Performance Awards under the Plan a
number of shares equal to the excess of (i) the number of shares as to which the
Related Option terminates as the result of such exercise over (ii) the number of
shares delivered to the optionee upon such exercise.
Section 1.4 AUTHORITY OF THE COMMITTEE TO GRANT OPTIONS, RIGHTS AND
-------------------------------------------------------
PERFORMANCE AWARDS. Subject to the provisions of the Plan, the Committee shall
- ------------------
have
<PAGE>
authority, in its discretion, to determine the persons to whom Options, Rights
and Performance Awards shall be granted, to determine the number of shares to be
covered by any Option and to establish limits upon the maximum number of shares
(which may be stated as a maximum percentage of a total Right or a maximum
dollar amount of a total Performance Award) to be issued or delivered upon
exercise or payment of each Right or Performance Award. After December 31,
1981, the Committee shall have the authority to grant Incentive Stock Options
under the Plan; provided that, with respect to Incentive Stock Options granted
before January 1, 1987, the aggregate fair market value (determined as of the
time the Incentive Stock Option is granted) of the stock for which any persons
may be granted Incentive Stock Options in any calendar year (under all such
plans of his employer corporation and its parent and subsidiary corporations)
shall not exceed $100,000 plus any unused limit carry over to such year computed
in accordance with Section 422A(c)(4) of the Code; and provided further that,
with respect to Incentive Stock Options granted after December 31, 1986, the
aggregate fair market value (determined as of the time the Incentive Stock
Option is granted) of the stock with respect to which Incentive Stock Options
are exercisable for the first time by any person during any calendar year (under
all such plans of his employer corporation and its parent and subsidiary
corporations) may not exceed $100,000. Options shall be clearly identified as
Incentive Stock Options or non-Incentive Stock Options at the time of grant.
Section 1.5 AGREEMENTS. The specific terms of each Option, Right and
----------
Performance Award granted by the Committee pursuant to the Plan shall be
determined by the Committee, consistent with the terms of the Plan, and shall be
set forth and confirmed in an agreement which shall be in such form and contain
such provisions as shall be determined from time to time by the Committee and
which shall be executed pursuant and with reference to the Plan by the Company
and the person to whom such Option, Right or Performance Award is granted. Any
such agreement may contain any provisions, consistent with the terms of the
Plan, as may be deemed necessary or appropriate and approved by the Committee
and may be amended from time to time by written instrument executed by the
Company and the person holding such Option, Right or Performance Award to
reflect any change in the provisions thereof made in accordance with the Plan.
The agreements relating to Options, Rights and/or Performance Awards granted to
the same person may be included in a single instrument or in separate
instruments as determined from time to time by the Committee.
Section 1.6 NOTICE OF EXERCISE. Each exercise of an Option or Right must
------------------
be evidenced by written notice of exercise to the Company in form satisfactory
to the Committee.
II. STOCK OPTIONS
Section 2.1 OPTION TERMS. The Committee shall establish the option price
------------
per share at the time any Option is granted, and such option price per share
shall not be less than the greater of (a) 85% of the Fair Market Value per share
of the shares subject to such
<PAGE>
Option on the day such Option is granted or (b) the per share par value of such
shares. The option price will be subject to adjustment in accordance with the
provisions of Section 5.6 of the Plan. Options may be granted under the Plan
for terms of not more than ten years from the date of grant thereof.
Section 2.2 CONTINUATION OF EMPLOYMENT. Each Option by its terms shall
--------------------------
require the employee granted such Option to remain in the continuous employ of
the Company and/or a Subsidiary for such period or periods as the Committee
shall determine at the time of grant, from the date of grant of his Option
before the right to exercise any part of the Option will accrue, provided that
the Committee at any time, or from time to time, after the time of grant may in
its discretion shorten such period or periods.
Section 2.3 EXERCISE OF OPTIONS. Subject to the provisions of this
-------------------
Article II, each Option shall become and be exercisable at such time or times
and during such period or periods, in full or in such installments (which may be
cumulative or noncumulative), as may be determined by the Committee at the time
of the grant of such Option, provided that the Committee at any time, or from
time to time, after the time of grant may in its discretion accelerate the
exercisability of all or any portion of any Option by accelerating the date on
which it was initially to have become exercisable and/or, in the case of Options
exercisable in installments, accelerating the dates on which all or any portion
of any or all of such installments were initially to have become exercisable.
Section 2.4 OPTION PRICE. The option price of each share purchased
------------
pursuant to exercise of each Option shall be paid either (i) entirely in cash or
(ii) if permitted by the Committee in its sole discretion, partially or entirely
in full shares of Common Stock, with the balance, if any, to be paid in cash.
Any payment of the option price in shares of Common Stock shall be credited
toward the option price at the Fair Market Value per share of such shares on
the date of payment. Any payment to the Company in shares of Common Stock as
permitted by this Section 2.4 shall vest in the Company good and unencumbered
title thereto, free and clear of all liens, restrictions, charges, encumbrances
and adverse claims, and shall be effected by delivery of the certificate(s)
representing such shares, duly endorsed in blank or accompanied by stock
power(s) duly executed in blank and otherwise in proper form for transfer.
III. STOCK APPRECIATION RIGHTS
Section 3.1 GRANT OF RIGHTS. The Committee shall have authority in its
---------------
discretion to grant an Additional Right, an Alternative Right, or both, to the
holder of any Related Option with respect to all or a portion of the shares of
Common Stock covered by such Related Option. Any such Right may be granted
either at the time of grant of the Related Option or at any time thereafter
during its term. Each Right shall be exercisable only if and to the extent that
the Related Option (as it may from time to time be modified or amended and in
effect) is exercisable. Upon the exercise of an Alternative Right, the Related
Option (and any Additional Right with respect to which such Related Option is
also a Related
<PAGE>
Option) shall terminate to the extent of the number of shares of Common Stock
(covered by such Related Option) with respect to which such Alternative Right is
exercised, and each holder of an Alternative Right granted under this Plan by
his or her exercise thereof shall confirm his or her agreement to such
termination of the Related Option, any such Additional Right or portion
thereof. Upon the exercise of a Related Option, any Alternative Right with
respect to such Related Option shall terminate to the extent of the number of
shares of Common Stock with respect to which the Related Option was exercised.
Upon the expiration, termination or cancellation of a Related Option, all Rights
with respect to such Related Option shall terminate to the extent of the number
of shares of Common Stock with respect to which the Related Option expired or
was terminated or cancelled.
Section 3.2 ADDITIONAL RIGHTS. Upon the exercise of a Related Option,
-----------------
the holder of an Additional Right granted with respect to such Related Option
shall be entitled to receive an amount in cash equal to the product computed by
multiplying (i) the Spread, by (ii) a percentage factor (which may be any
percentage factor equal to or greater than 10% and equal to or less than 100%)
as determined by the Committee at the time of grant of such Additional Right or
as determined in accordance with a formula for determination of such percentage
factor established by the Committee at the time of the grant of such Additional
Right. If no percentage factor or formula is otherwise specified by the
Committee at the time of grant of such Additional Right, the percentage factor
shall be deemed to be 100%. The Committee at any time, or from time to time,
after the time of grant may in its discretion increase such percentage factor
(or amend such formula so as to increase such factor) to not more than 100%.
Section 3.3 ALTERNATIVE RIGHTS. Upon the exercise of an Alternative
------------------
Right, the holder thereof, subject to Section 3.4 of the Plan, shall be entitled
at his or her election, to receive either:
(i) the number of shares of Common Stock equal to the quotient computed
by dividing the Spread by the Fair Market Value per share of Common Stock
on the date of exercise of the Alternative Right, provided, however, that
in lieu of fractional shares of Common Stock the Company shall pay cash
equal to the same fraction of the Fair Market Value per share of Common
Stock on the date of exercise of such Alternative Right, or
(ii) an amount in cash equal to the Spread, or
(iii) a combination of (A) cash in the amount specified in such holder's
notice of exercise and (B) a number of shares of Common Stock calculated as
provided in clause (i) of this Section 3.3 after reducing the Spread by
such cash amount, plus cash in lieu of fractional shares of Common Stock as
provided above.
Section 3.4 EXERCISE OF ALTERNATIVE RIGHTS. To exercise an Alternative
------------------------------
Right, the holder shall (i) give written notice thereof to the Company in form
satisfactory to the
<PAGE>
Committee specifying (A) the number of shares (covered by the Related Option)
with respect to which he is exercising the Alternative Right and (B) the amount
he elects to receive in cash and/or the amount he elects to receive in shares
with respect to the exercise of the Alternative Right. The date of exercise of
an Alternative Right which is validly exercised shall be deemed to be the date
on which the Company shall have received the notice referred to in the preceding
sentence.
IV. PERFORMANCE AWARDS
Section 4.1 PERFORMANCE AWARDS. Performance Awards, stated in dollar
------------------
amounts, may be granted by the Committee in its discretion at such time or times
after the end of each Performance Year as may be determined by the Committee.
At the discretion of the Committee, Performance Awards may be payable either
wholly in cash, wholly in full shares of Common Stock (with any fractional
shares being payable in cash) or partly in cash and partly in full shares of
Common Stock. Payment and/or delivery of a Performance Award, in the discretion
of the Committee, may be made (i) in full at the time of grant of such
Performance Award, or (ii) in any number of one or more annual or other deferred
installments (which need not be equal), which shall be payable at such times and
over such period of time as determined by the Committee. The number of shares
of Common Stock to be delivered in payment of a Performance Award shall be
determined by dividing the dollar amount of the Performance Award (or the
portion thereof payable in shares of Common Stock) by the Fair Market Value per
share of Common Stock on the date such Performance Award is granted (with any
fractional share resulting from such determination to be paid in cash equal to
the same fraction of the Fair Market Value per share of Common Stock on such
date).
Section 4.2 AWARD RESERVE. The Award Reserve, at any time, shall equal
-------------
the sum of (i) the dollar amount, if any, determined by the Committee during the
then current year for addition to the Award Reserve (which amount shall not
exceed 5% of the Award Income for the preceding Performance Year), plus (ii) the
aggregate dollar amount, if any, determined by the Committee in all prior years
for addition to the Award Reserve, plus (iii) the dollar amount of the forfeited
portion of any Performance Award previously granted, plus (iv) the dollar amount
of any portion of any Performance Award previously paid which is attributable to
Securities that have been forfeited and surrendered to the Company, less (v) the
dollar amount of all Performance Awards granted prior to the date of
determination. As promptly as practicable after the end of each Performance
Year, the Committee shall determine (i) the then current total amount of the
Award Reserve, (ii) the amount of Award Income for such Performance Year and
(iii) the amount to be added to the Award Reserve in the then current year in
respect of the preceding Performance Year.
Section 4.3 EMPLOYMENT. Notwithstanding the provisions of Section 4.1 of
----------
the Plan, no Performance Award may be granted to any person unless he was an
employee of the Company and/or any Subsidiary during a part of the Performance
Year immediately preceding the year during which such Performance Award is
proposed to be granted, and
<PAGE>
the aggregate dollar amount of the Performance Awards granted at any time may
not exceed the total dollar amount of the Award Reserve at such time. Except as
provided in Section 5.2 of the Plan, a deferred installment of any Performance
Award shall not be paid or delivered if the employment of the recipient by the
Company and all Subsidiaries has terminated prior to the date on which such
installment is to be paid, and the unpaid portion of each Performance Award
shall be forfeited upon such termination of employment. The dollar amount of
the forfeited deferred portion of any Performance Award and of any previously
paid portion of any Performance Award in respect of which Securities have been
forfeited and surrendered shall be added to the Award Reserve.
V. ADDITIONAL PROVISIONS
Section 5.1 NON-TRANSFERABILITY. Options, Rights and Performance Awards
-------------------
shall not be transferable by the recipient otherwise than by Will or, if he dies
intestate, by the laws of descent and distribution of the jurisdiction of his
domicile at the time of his death, and such Options, Rights and Performance
Awards shall be exercisable or payable during his lifetime only by or to such
recipient or his guardian or legal representative.
Section 5.2 TERMINATION OF EMPLOYMENT. If the employment by the Company
-------------------------
and all Subsidiaries of a person who is the holder of any Option or Right or the
recipient of any Performance Award shall terminate because of such person's
discharge (for or without cause), his rights under any then outstanding Option,
Right and Performance Award shall terminate and be forfeited immediately as to
any unexercised or unpaid portion thereof. If any such person shall voluntarily
terminate his employment (other than by reason of his disability), (i) each
outstanding Option held by him shall be exercisable by him at any time prior to
the expiration date of the Option or within three months after the date of such
termination of employment, whichever is the shorter period, but only to the
extent such Option was exercisable at the date of such termination, (ii) each
outstanding Right held by him shall be exercisable or payable to the extent and
for the period that the Related Option is or becomes exercisable in accordance
with its terms and (iii) the deferred installments of each Performance Award
payable to him shall become immediately payable to the extent, if any,
determined by the Committee, and the balance of such Performance Award shall be
forfeited. In the event of termination of employment by reason of disability
(of which the Committee shall be the sole judge) or the death of any such person
while such person is an employee of the Company or a Subsidiary, (i) each
outstanding Option held by him shall be fully exercisable (whether or not
exercisable on the date of his death or termination of employment by reason of
disability) at any time prior to the expiration date of the Option or within six
months after the date of death or termination of employment, whichever is the
shorter period, (ii) each outstanding Right held by him shall be exercisable or
payable to the extent and for the period that the Related Option is or becomes
exercisable in accordance with its terms and (iii) the deferred installments of
each Performance Award payable to him shall become immediately payable in full.
To the extent any Right or Option is not exercised or paid during the period
after termination of the holder's employment specified in this Section 5.2, such
Right and Option shall terminate at the end of such
<PAGE>
period. In the case of death or disability, Options and Alternative Rights
shall be exercisable by, and Additional Rights and Performance Awards shall be
payable to, the person or persons specified in such deceased person's Will or,
if such deceased person shall have failed to make specific provision in his Will
for such exercise or payment or shall have died intestate, or in the case of
disability, when appropriate, by or to such person's guardian or legal
representative. Anything to the contrary contained in this Section 5.2
notwithstanding, the Committee, in its sole discretion, may increase the period
and extent of exercisability or payment of any Option, Right or Performance
Award held by (i) a person whose employment terminates as the result of his
death or disability, (ii) a person who dies or becomes disabled during any
period while his Option or Right remains exercisable or payable under this
Section 5.2 or (iii) a person who demonstrates to the Committee special
circumstances that, in the sole judgment of the Committee, merit such increase.
Section 5.3 LEAVE OF ABSENCE. The Committee may make such provisions
----------------
regarding the effect of a leave of absence of any recipient as the Committee
shall determine.
Section 5.4 SECURITIES LAWS; COMPLIANCE WITH LAWS. Each exercise or
-------------------------------------
payment of an Option, Right or Performance Award shall, at the election of the
Committee, be contingent upon receipt by the Company from the recipient (or, in
the event of his death or disability, his legal representatives, legatees or
distributees) of such written representations (if any) concerning the
recipient's (or their) intentions with regard to the acquisition, retention or
disposition of the shares being acquired upon exercise or payment of such
Option, Right or Performance Award and/or such written covenants and agreements
(if any) as to the acquisition, retention and disposition of such shares as, in
the opinion of the Committee, may be necessary to ensure that the acquisition
and any disposition of such shares by the recipient or such other persons will
not involve a violation of the Securities Act of 1933, as amended, or any
similar or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect. Each Option, Right and Performance Award shall
be subject to the requirement that if at any time the Committee shall determine,
in its discretion, that the listing, registration or qualification of Common
Stock subject to such Option, Right or Performance Award upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with the granting of, such Option, Right or Performance Award or the
issuance or delivery of shares thereunder, such Option, Right or Performance
Award may not be exercised or paid in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee. Nothing in the
Plan or in any Option, Right or Performance Award granted under it shall require
the Company to issue or deliver any shares upon exercise or payment of any
Options, Rights or Performance Awards if such issuance or delivery would, in the
opinion of counsel for the Company, constitute a violation of the Securities
Act of 1933, as amended, or any similar or superseding statute or statutes, or
any other applicable statute or regulation, as then in effect.
<PAGE>
Section 5.5 ISSUANCE OF SHARES. A person exercising an Option or
------------------
Alternative Right or receiving a payment of an Additional Right or a Performance
Award shall not be treated as having become the registered owner of any shares
of Common Stock issuable or deliverable on such exercise or payment until such
shares are issued and delivered.
Section 5.6 ADJUSTMENT OF NUMBER AND KIND OF SHARES. The shares
---------------------------------------
available for the Plan as provided in Section 1.3 of the Plan are a part of the
Common Stock, par value $.01 per share, of BancTec, presently authorized in
the Certificate of Incorporation of BancTec. In the event that a
dividend shall be declared and paid upon the Common Stock payable in shares of
Common Stock, the number of undelivered shares of Common Stock then subject to
any Option, Right or Performance Award and the number of shares of Common Stock
at the time reserved for sale or delivery pursuant to the Plan but not at the
time covered by an Option, Right or Performance Award, shall be adjusted by
adding to each such share the number of shares which would be distributable
thereon if such share had been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend. In the event that the
outstanding shares of Common Stock shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of BancTec,
whether through amendment of BancTec's certificate of incorporation,
reorganization, recapitalization, stock split-up, combination of shares, merger
or consolidation (other than a merger or consolidation to which Section 5.7 of
the Plan applies), then there shall be substituted for each undelivered share of
Common Stock then subject to any Option or Performance Award and for each share
of Common Stock at the time reserved for sale or delivery pursuant to the Plan
but not at the time covered by an Option or Performance Award, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock shall be so changed or for which each such share shall be
exchanged. In the event there shall be any change, other than as specified
above in this Section 5.6, in the outstanding shares of Common Stock, then if
the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment or change in the number or kind of shares then
reserved for sale or delivery pursuant to the Plan but not at the time covered
by an Option or Performance Award and of undelivered shares then subject to an
Option or Performance Award, such adjustment or change shall be made by the
Committee and shall be effective and binding for all purposes of the Plan. In
the case of any such substitution or adjustment as provided for in this Section
5.6, the option price in each stock option agreement for each share covered
thereby prior to such substitution or adjustment will be the option price for
all shares which shall have been substituted for such share or to which such
share shall have been adjusted pursuant to this Section 5.6. Upon the
occurrence of any event requiring or resulting in an adjustment or substitution
pursuant to this Section 5.6, the Committee shall make such adjustment in any
outstanding Right as shall be necessary to correspond to any adjustment made to
the Related Option pursuant to the terms hereof or of such Related Option. The
determination of the Committee as to all adjustments and substitutions referred
to in this Section 5.6 shall be conclusive. No adjustment or substitution
provided for in this Section 5.6 shall require the Company to deliver or sell a
fractional share, and any fractional shares resulting from any adjustment or
<PAGE>
substitution pursuant to this Section 5.6 shall be eliminated from the
applicable Option, Right or Performance Award. The provisions of this Section
5.6 shall apply with respect to successive dividends, amendments,
reorganizations, recapitalizations, stock split-ups, combinations of shares,
mergers, consolidations and changes of the kind referred to in this Section 5.6.
Section 5.7 BUSINESS COMBINATIONS. In the event that, while any Options,
---------------------
Rights or Performance Awards are outstanding under the Plan, there shall occur
(a) a merger or consolidation of the Company with or into another corporation in
which the Company shall not be the surviving corporation (for purposes of this
Section 5.7, the Company shall not be deemed the surviving corporation in any
such transaction if, as the result thereof, it becomes a wholly-owned subsidiary
of another corporation), (b) a dissolution of the Company or (c) a transfer of
all or substantially all of the assets of the Company in one transaction or a
series of related transactions to one or more other persons or entities, then,
with respect to each Option, Right and Performance Award outstanding immediately
prior to the consummation of such transaction:
(i) If provision is made in writing in connection with such transaction
for the continuance and/or assumption of the Options, Rights and
Performance Awards granted under the Plan, or the substitution for such
Options, Rights and Performance Awards of new options, rights and awards
equivalent to the Options, Rights and Performance Awards, with appropriate
adjustment as to number and kind of shares or other securities deliverable
with respect thereto, the Options, Rights and Performance Awards granted
under the Plan, or the new options, rights and awards substituted therefor,
shall continue, subject to such adjustment, in the manner and under the
terms provided in the respective agreements under Section 1.5.
(ii) In the event provision is not made in connection with such
transaction for the continuance and/or assumption of the Options, Rights
and Performance Awards granted under the Plan, or for the substitution of
equivalent options, rights and awards, then (A) each holder of an
outstanding Option shall be entitled, immediately prior to the effective
date of such transaction, to purchase the full number of shares that he
would otherwise have been entitled to purchase during the entire remaining
term of the Option, (B) the holder of any Alternative Right shall be
entitled, immediately prior to the effective date of such transaction, to
exercise such Right to the extent the Related Option is or becomes
exercisable at such time in accordance with its terms, (C) the holder of
any Additional Right shall be entitled to receive, to the extent the
Related Option is exercised immediately prior to the effective date of such
transaction, the full amount of cash he would have been entitled to receive
if the Related Option had been exercised to such extent and the percentage
factor relating to such Additional Right were 100%, (D) the recipient of
any Performance Award shall be entitled, immediately prior to the effective
date of such transaction, to receive all remaining installments of such
Award and (E) any restriction or risk of forfeiture imposed pursuant to
Section 1.1 of the Plan shall lapse immediately prior
<PAGE>
to the effective date of such transaction. The unexercised portion of any
Option or Alternative Right and the portion of any Additional Right
relating to the unexercised portion of the Related Option shall be deemed
cancelled and terminated as of the effective date of such transaction.
VI. MISCELLANEOUS
Section 6.1 AMENDMENT OF PLAN. The Board of Directors of the Company
-----------------
shall have the right to amend, suspend or terminate the Plan at any time;
provided that no amendment shall be made which shall (a) increase the total
number of shares which may be issued or delivered pursuant to Options, Rights or
Performance Awards granted under the Plan, (b) decrease the minimum option price
stated in Section 2.1 of the Plan, (c) extend the term of the Plan or of any
Option, Right or Performance Award granted thereunder or (d) withdraw the
administration of the Plan from the Committee, unless such amendment is approved
by the affirmative vote of the holders of a majority of the outstanding shares
of voting stock of all classes of the Company entitled to vote thereon (voting
together and not separately by class). The Board of Directors may delegate to
the Committee all or any portion of its authority under this Section 6.1. No
amendment, suspension or termination (whether pursuant to this Section 6.1 or
upon expiration of the stated term of the Plan) may, without the consent of the
holder of an existing Option, Right or Performance Award, materially and
adversely affect his rights under such Option, Right or Performance Award.
Section 6.2 EFFECTIVE DATE AND DURATION OF PLAN; SHAREHOLDER APPROVAL.
----------------------------------------------------------
The Plan shall become effective on December 18, 1980 and, unless sooner
terminated pursuant to the terms hereof, the Plan shall terminate on December
18, 1990. The Plan (and each Option, Right and Performance Award granted under
the Plan) will become null and void unless the Plan is approved by the
affirmative vote of the holders of a majority of the outstanding shares of
voting stock of all classes of the Company entitled to vote thereon (voting
together and not separately by class) at a meeting of shareholders of the
Company duly held in accordance with the laws of the State of Delaware no later
than May 31, 1981. The agreement relating to each Option, Right and Performance
Award granted under the Plan prior to approval of the Plan by the shareholders
as aforesaid shall expressly provide that such Option, Right or Performance
Award will not be exercisable or payable prior to such approval and that such
Option, Right or Performance Award will become null and void unless the Plan is
approved by the shareholders as aforesaid no later than May 31, 1981.
Section 6.3 RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in any
-----------------------------
Option, Right or Performance Award granted under it shall confer any right to
continue in the employ of the Company or any of its Subsidiaries or interfere in
any way with the right of the Company or any of its Subsidiaries to terminate
any employment at any time.
Section 6.4 REQUESTED INFORMATION. Each grantee of an Option, Right or
---------------------
Performance Award shall furnish to the Company all information requested by the
Company
<PAGE>
to enable it to comply with any reporting or other requirement imposed upon the
Company by or under any applicable statute or regulation.
Section 6.5 PAYMENT OF TAXES. Prior to the exercise of any Option or
----------------
the exercise for shares of Common Stock of all or any portion of any Alternative
Right or the payment of any Performance Award in whole or in part by the
delivery of shares of Common Stock, the holder of such Option, Right or
Performance Award shall make arrangements satisfactory to the Company for the
payment of any applicable federal or other withholding taxes payable as a result
thereof. Appropriate amounts to pay any such taxes shall be deducted from any
cash amount paid under the Plan.
Section 6.6. HEADINGS. The Article and Section headings contained in the
--------
Plan are for convenience only and shall not affect the construction of the Plan.
<PAGE>
EXHIBIT 4.3
BANCTEC, INC/RECOGNITION INTERNATIONAL INC.
STOCK OPTION PLAN VII
(As Amended And Restated As Of October 23, 1995)
The purposes of this Amended and Restated BancTec, Inc./Recognition
International Inc. Stock Option Plan VII (the "Plan") are to make available
stock options to induce individuals to enter the employ of Recognition
International Inc. (the "Company"), a Delaware corporation and wholly-owned
subsidiary of BancTec, Inc. ("BancTec"), and its subsidiaries, to remain in the
employ of the Company and/or its subsidiaries, and to provide an opportunity for
such employees to acquire a proprietary interest in the Company so that they
will devote their best efforts to the benefit of the Company.
DEFINITIONS
As used in the Plan, the following terms shall, unless the context
otherwise requires, have the respective meanings set forth below:
(a) "Common Stock" shall mean the Common Stock, par value $.01 per
share, of BancTec or the other kind(s) of securities which shall
be substituted for Common Stock or to which Common Stock shall be
adjusted in accordance with Section 3.6 of the Plan. "Shares" shall
mean shares of Common Stock or shares or units of such other kinds of
securities.
(b) "Committee" shall mean the Compensation Committee of the Board of
Directors of the company which shall consist of three or more members
of the Board of Directors, each of whom shall be selected by and serve
at the pleasure of the Board of Directors and shall be a disinterested
person (as that term is defined in subparagraph (d)(3) of Rule 16b-3
under the Securities Exchange Act of 1934, as amended).
(c) "Fair Market Value" on any date shall mean (i) the closing sale
price per share of Common Stock on the Nasdaq National Market System
on such date, or if there be no sales reported on such date, on the
preceding business day on which a sale is reported or (ii) if the
Common Stock is not then listed on any securities exchange, the amount
reasonably determined by the Committee to be the Fair Market Value per
share of Common Stock on such date.
(d) "Option" shall mean an employee stock option granted by the
Committee pursuant to the Plan.
(e) "Parent" shall mean BancTec or any successor corporation that
owns, directly or indirectly, stock possessing more than 50% of the
voting power of all classes of stock of the Company.
<PAGE>
(f) "Securities" shall mean shares of Common Stock of the Company
acquired upon exercise of Options and any securities issued in respect
of such shares.
(g) "Subsidiary" shall mean any corporation in which stock possessing
more than 50% of the voting power of all classes of stock of such
corporation is owned, directly or indirectly, by the Company.
I
ADMINISTRATION
Section 1.1 Administration. The Plan shall be administered by the
Committee. The Committee from time to time may prescribe, amend and rescind such
rules, regulations, provisions and procedures, consistent with the terms of the
Plan, as, in its opinion, may be advisable in the administration of the Plan and
shall determine the provisions, which shall be consistent with the terms of the
plan but need not be identical, of the respective agreements required by Section
1.5 of the Plan, including, without limitation, provisions (a) specifying the
term, and period or periods and extent of exercisability, of Options (b)
imposing, and specifying the nature and extent of, restrictions, if any, upon
disposition of any Securities, (c) specifying the circumstances, if any, under
which all or part of any Securities may be required to be forfeited and
surrendered to the Company (and the consideration, if any, to be paid by the
Company for any such Securities forfeited and surrendered) and (d) specifying
the extent and times of lapse of any such restrictions or risks of forfeiture.
The Committee shall have the authority, in its discretion, to construe and
interpret the Plan and such respective agreements and to make all other
determinations necessary or advisable for administering the Plan. A majority of
the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved in
writing by all members of the Committee, shall be the acts of the Committee,
unless provisions to the contrary are embodied in the Company's By-Laws or
resolutions duly adopted by the Board of Directors. All actions taken and
decisions or determinations made by the Committee pursuant to the Plan shall be
binding and conclusive on all persons interested in the Plan. No member of the
Committee shall be liable for any action, decision or determination taken or
made in good faith with respect to the Plan or any Option granted under it.
Section 1.2 Eligibility. Those individuals who become employees of the
Company and its Subsidiaries (including officers and directors thereof if they
are such employees) and who, consistent with the purposes of the Plan, are
selected by the Committee shall be eligible to be granted Options, provided,
however, that no such employee who, immediately after the grant of an Option,
would own (within the meaning of Section 425(d) of the Internal Revenue Code of
1954, as amended) stock possessing more than 10% of the combined voting power of
all classes of the Company or any Parent or Subsidiary shall be eligible to be
granted Options. From such eligible employees, the Committee shall, from time to
time, choose those, if any, to whom Options shall be granted. More than one
Option may be granted to the same person. The adoption of the Plan shall not be
deemed to give any person a right to be granted any Option.
2
<PAGE>
Section 1.3 Shares Available. The Board of Directors of BancTec shall
reserve for the purposes of the Plan, out of the authorized but unissued shares
of Common Stock or out of shares of Common Stock held in BancTec's Treasury, or
partly out of each, as shall be determined by the Board of Directors of BancTec,
a total of 310,831 shares of such Common Stock. Any shares delivered upon
exercise of Options granted under the Plan shall reduce by the number of shares
so delivered the number of shares available for granting of Options under the
Plan. If an Option granted under the Plan to any employee expires or is
cancelled or terminated unexercised as to any shares covered thereby or if any
Securities are forfeited and surrendered to the Company, such shares or
Securities shall be available for granting of Options.
Section 1.4 Authority of the Committee to Grant Options. Subject to the
provisions of the Plan, the Committee shall have authority, in its discretion,
to determine the persons to whom Options shall be granted, to grant Options, to
determine the number of shares to be covered by any Option.
Section 1.5 Agreements. The specific terms of each Option granted by the
Committee pursuant to the Plan shall be determined by the Committee, consistent
with the terms of the Plan, and shall be set forth and confirmed in an agreement
which shall be in such form and contain such provisions as shall be determined
from time to time by the Committee and which shall be executed pursuant and with
reference to the Plan by the Company and the person to whom such Option is
granted. Any such agreement may contain any provisions, consistent with the
terms of the Plan, as may be deemed necessary or appropriate and approved by the
Committee and may be amended from time to time by written instrument executed by
the Company and the person holding such Option to reflect any change in the
provisions thereof made in accordance with the Plan.
Section 1.6 Notice of Exercise. Each exercise of an Option must be
evidenced by written notice of exercise to the Company in form satisfactory to
the Committee.
II
STOCK OPTIONS
Section 2.1 Option Terms. The Committee shall establish the option price per
share at the time any option is granted, and such option price per share shall
not be less than the greater of (a) 85% of the Fair Market Value per share of
the shares subject to such Option on the day such Option is granted or (b) the
per share par value of such shares. The option price will be subject to
adjustment in accordance with the provisions of Section 3.6 of the Plan. Options
may be granted under the Plan for terms of not more than ten years from the date
of grant thereof.
Section 2.2 Continuation of Employment. Each Option by its terms shall
require the employee granted such Option to remain in the continuous employ of
the Company and/or a Subsidiary for such period or periods as the Committee
shall determine at the time of grant, from the date of grant of his Option
before the right to exercise any part of the Option will accrue, provided that
the Committee at any time, or from time to time, after the time of grant may in
its discretion shorten
3
<PAGE>
such period or periods.
Section 2.3 Exercise of Options. Subject to the provisions of this Article
II, each Option shall become and be exercisable at such time or times and during
such period or periods, in full or in such installments (which may be cumulative
or noncumulative), as may be determined by the Committee at the time of the
grant of such Option, provided that the Committee at any time, or from time to
time, after the time of grant may in its discretion accelerate the
exercisability of all or any portion of any option by accelerating the date on
which it was initially to have become exercisable and/or, in the case of Options
exercisable in installments, accelerating the dates on which all or any portion
of any or all of such installments were initially to have become exercisable.
Section 2.4 Option Price. The option price of each share purchased pursuant
to exercise of each Option shall be paid either (i) entirely in cash or (ii) if
permitted by the Committee in its sole discretion, partially or entirely in full
shares of Common Stock, with the balance, if any, to be paid in cash. Any
payment of the option price in shares of Common Stock shall be credited toward
the option price at the Fair Market Value per share of such shares on the date
of payment. Any payment to the Company in shares of Common Stock as permitted by
this Section 2.4 shall vest in the Company good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances and adverse
claims, and shall be effected by delivery of the certificate(s) representing
such shares, duly endorsed in blank or accompanied by stock power(s) duly
executed in blank and otherwise in proper form for transfer.
III
ADDITIONAL PROVISIONS
Section 3.1 Non-Transferability. Options shall not be transferable by the
recipient otherwise than by Will or, if he dies intestate, by the laws of
descent and distribution of the jurisdiction of his domicile at the time of his
death, and such Options shall be exercisable during his lifetime only by such
recipient or his guardian or legal representative.
Section 3.2 Termination of Employment. If the employment by the Company and
all Subsidiaries of a person who is the holder of any Option shall terminate
because of such person's discharge (for or without cause), his rights under any
then outstanding Option shall terminate and be forfeited immediately as to any
unexercised or unpaid portion thereof. If any such person shall voluntarily
terminate his employment (other than by reason of his disability), each
outstanding Option held by him shall be exercisable by him at any time prior to
the expiration date of the Option or within three months after the date of such
termination of employment, whichever is the shorter period, but only to the
extent such Option was exercisable at the date of such termination. In the event
of termination of employment by reason of disability (of which the Committee
shall be the sole judge) or the death of any such person while such person is an
employee of the Company or a Subsidiary, each outstanding Option held by him
shall be fully exercisable (whether or not exercisable on the date of his death
or termination of employment by reason of disability) at any time prior to the
expiration date of the Option or within six months after the date of death or
termination of employment,
4
<PAGE>
whichever is the shorter period. To the extent any Option is not exercised
during the period after termination of the holder's employment specified in this
Section 3.2, such Option shall terminate at the end of such period. In the case
of death or disability, Options shall be exercisable by the person or persons
specified in such deceased person's Will or, if such deceased person shall have
failed to make specific provision in his Will for such exercise or shall have
died intestate, or in the case of disability, when appropriate, by such person's
guardian or legal representative. Anything to the contrary contained in this
Section 3.2 notwithstanding, the Committee may, in its sole discretion, either
at the time of grant of an Option, at the time of termination of employment, or
at any other time, increase the period and extent of exercisability of any
Option held by (i) a person whose employment terminates as the result of his
death or disability, (ii) a person who dies or becomes disabled during any
period while his Option remains exercisable under this Section 3.2 or (iii) a
person who demonstrates to the Committee special circumstances that, in the sole
judgment of the Committee, merit such increase.
Section 3.3 Leave of Absence. The Committee may make such provisions
regarding the effect of a leave of absence of any recipient as the Committee
shall determine.
Section 3.4 Securities Laws; Compliance with Laws. Each exercise of an
Option shall, at the election of the Committee, be contingent upon receipt by
the Company from the recipient (or, in the event of his death or disability, his
legal representatives, legatees or distributees) of such written representations
(if any) concerning the recipient's (or their) intentions with regard to the
acquisition, retention or disposition of the shares being acquired upon exercise
of such Option and/or such written covenants and agreements (if any) as to the
acquisition, retention and disposition of such shares as, in the opinion of the
Committee, may be necessary to ensure that the acquisition and any disposition
of such shares by the recipient or such other persons will not involve a
violation of the Securities Act of 1933, as amended, or any similar or
superseding statute or statues, or any other applicable statute or regulation,
as then in effect. Each Option shall be subject to the requirement that if at
any time the Committee shall determine, in its discretion, that the listing,
registration or qualification of Common Stock subject to such Option upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with the granting of, such Option or the issuance
or delivery of shares thereunder, such Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee. Nothing in the Plan or in any Option granted under it shall
require the Company to issue or deliver any shares upon exercise of any Options
if such issuance or delivery would, in the opinion of counsel for the Company,
constitute a violation of the Securities Act of 1933, as amended, or any similar
or superseding statute or statutes, or any other applicable statute or
regulation, as then in effect.
Section 3.5 Issuance of Shares. A person exercising an Option shall not be
treated as having become the registered owner of any shares of Common Stock
issuable or deliverable on such exercise until such shares are issued and
delivered.
Section 3.6 Adjustment of Number and Kind of Shares. The shares available
for the Plan as provided in Section 1.3 of the Plan are a part of the Common
Stock, par value $.01 per share, of
5
<PAGE>
BancTec, presently authorized in the Certificate of Incorporation, of BancTec.
In the event that a dividend shall be declared and paid upon the Common Stock
payable in shares of Common Stock, the number of undelivered shares of Common
Stock then subject to any Option and the number of shares of Common Stock at the
time reserved for sale or delivery pursuant to the Plan but not at the time
covered by an Option shall be adjusted by adding to each such share the number
of shares which would be distributable thereon if such share had been
outstanding on the date fixed for determining the shareholders entitled to
receive such stock dividend. In the event that the outstanding shares of Common
Stock shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of BancTec, whether through amendment of
BancTec's certificate of incorporation, reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation (other than a merger or
consolidation to which Section 3.7 of the Plan applies), then there shall be
substituted for each undelivered share of Common Stock then subject to any
Option and for each share of Common Stock at the time reserved for sale or
delivery pursuant to the Plan but not at the time covered by an Option, the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged. In the event there shall be any change, other than as
specified above in this Section 3.6, in the outstanding shares of Common Stock,
then if the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment or change in the number or kind of shares then
reserved for sale or delivery pursuant to the Plan but not at the time covered
by an Option and of undelivered shares then subject to an Option, such
adjustment or change shall be made by the Committee and shall be effective and
binding for all purposes of the Plan. In the case of any such substitution or
adjustment as provided for in this Section 3.6, the option price in each stock
option agreement for each share covered thereby prior to such substitution or
adjustment will be the option price for all shares which shall have been
substituted for such share or to which such share shall have been adjusted
pursuant to this Section 3.6. The determination of the Committee as to all
adjustments and substitutions referred to in this Section 3.6 shall be
conclusive. No adjustment or substitution provided for in this Section 3.6 shall
require the Company to deliver or sell a fractional share, and any fractional
shares resulting from any adjustment or substitution pursuant to this Section
3.6 shall be eliminated from the applicable Option. The provisions of this
Section 3.6 shall apply with respect to successive dividends, amendments,
reorganizations, recapitalizations, stock split-ups, combinations of shares,
mergers, consolidations and changes of the kind referred to in this Section 3.6.
Section 3.7 Business Combinations. In the event that, while any Options are
outstanding under the Plan, there shall occur (a) a merger or consolidation of
the Company with or into another corporation in which the Company shall not be
the surviving corporation (for purposes of this Section 3.7, the Company shall
not be deemed the surviving corporation in any such transaction if, as the
result thereof, it becomes a wholly-owned subsidiary of another corporation),
(b) a dissolution of the Company or (c) a transfer of all or substantially all
of the assets of the Company in one transaction or a series of related
transactions to one or more other persons or entities, then, with respect to
each Option outstanding immediately prior to the consummation of such
transaction:
(i) If provision is made in writing in connection with such transaction
for the continuance and/or assumption of the Options granted under
the Plan, or the substitution for such Options of new options
equivalent to the Options, with appropriate adjustment as to
6
<PAGE>
number and kind of shares or other securities deliverable with
respect thereto, the Options granted under the Plan, or the new
options substituted therefor, shall continue, subject to such
adjustment, in the manner and under the terms provided in the
respective agreements under Section 1.5.
(ii) In the event provision is not made in connection with such
transaction for the continuance and/or assumption of the Options
granted under the Plan, or for the substitution of equivalent
options, then each holder of an outstanding Option shall be entitled,
immediately prior to the effective date of such transaction, to
purchase the full number of shares that he would otherwise have been
entitled to purchase during the entire remaining term of the Option
and any restriction or risk of forfeiture imposed pursuant to Section
1.1 of the Plan shall lapse immediately prior to the effective date
of such transaction. The unexercised portion of any Option shall be
deemed cancelled and terminated as of the effective date of such
transaction.
IV
MISCELLANEOUS
Section 4.1 Amendment of Plan. The Board of Directors of the Company shall
have the right to amend, suspend or terminate the Plan at any time. The Board of
Directors may delegate to the Committee all or any portion of its authority
under this Section 4.1. No amendment, suspension or termination (whether
pursuant to this Section 4 1 or upon expiration of the stated term of the Plan)
may, without the consent of the holder of an existing Option materially and
adversely affect his rights under such Option.
Section 4.2. Effective Date and Duration of Plan. The Plan shall become
effective on February 25, 1982 and shall continue in effect until terminated
pursuant to the terms hereof.
Section 4.3 Right to Continued Employment. Nothing in the Plan or in any
Option granted under it shall confer any right to continue in the employ of the
Company or any of its Subsidiaries or interfere in any way with the right of the
Company or any of its Subsidiaries to terminate any employment at any time.
Section 4.4 Requested Information. Each grantee of an Option shall furnish
to the Company all information requested by the Company to enable it to comply
with any reporting or other requirement imposed upon the Company by or under any
applicable statute or regulation.
Section 4.5 Payment of Taxes. Prior to the exercise of any Option the
holder of such Option shall make arrangements satisfactory to the Company for
the payment of any applicable federal or other withholding taxes payable as a
result thereof. Appropriate amounts to pay any such taxes shall be deducted from
any cash amount paid under the Plan.
Section 4.6 Headings. The Article and Section headings contained in the
Plan are for convenience only and shall not affect the construction of the Plan.
7
<PAGE>
BANCTEC, INC./RECOGNITION INTERNATIONAL INC.
DIRECTOR STOCK OPTION PLAN
(As Amended and Restated October 23, 1995)
1. Purpose
-------
This Amended and Restated BancTec, Inc./Recognition International Inc.
Director Stock Option Plan (the "Plan") has been established by Recognition
International Inc., a Delaware corporation and wholly-owned subsidiary of
BancTec, Inc. ("BancTec"), (the "Corporation") to:
(a) Attract and retain well-qualified individuals to serve as members
of the Corporation's Board of Directors; and
(b) Further identify the interests of directors with those of the
Corporation's other stockholders through compensation based on BancTec's
Common Stock;
and thereby promote the long-term financial interest of the Corporation and its
subsidiaries, including the growth in value of the Corporation's equity and
enhancement of long-term stockholder return.
2. Scope
-----
Awards under the Plan shall be granted in the form of non-qualified
stock options (hereafter referred to as "non-qualified options" or "options") to
purchase shares of BancTec's Common Stock, par value $.01 ("Common Stock"). The
maximum aggregate number of shares of Common Stock with respect to which options
may be granted from time to time under the Plan shall be 61,950 shares (subject
to adjustment as described in paragraph 11 hereof). Shares of Common Stock with
respect to which options are granted shall be reserved, in whole or in part, out
of authorized and unissued shares, authorized and issued shares held in the
treasury of BancTec, or issued shares reacquired by BancTec, as the Board of
Directors of BancTec shall from time to time determine. If for any reason any
shares as to which an option has been granted cease to be subject to purchase
thereunder, the shares in respect of which such option was granted, shall become
available for subsequent awards under the Plan.
3. Effective Date
--------------
The Plan shall become effective on December 10, 1992 and, unless
sooner terminated pursuant to the terms hereof, the Plan shall terminate on
December 10, 2002. The Plan (and each option granted under the Plan) will
become null and void unless the Plan is approved no later than March 31, 1993 by
the affirmative vote of the holders of a majority of the shares of voting stock
of all classes of the Corporation present, or represented, and entitled to vote
at a meeting of shareholders of the Corporation at which a majority of the
outstanding shares of the Corporation's
<PAGE>
voting stock is voted on the proposal to approve the Plan. Each option granted
under the Plan prior to approval of the Plan by shareholders as aforesaid shall
expressly provide that such option will not be exercisable prior to such
approval and that such option will become null and void unless the Plan is
approved by the shareholders as aforesaid no later than March 31, 1993.
4. Eligibility
-----------
Each director of the Corporation who is not also a regular full-time
employee of the Corporation or any of its affiliates (a "non-employee director")
and who is serving as such on the effective date of the Plan shall, on such
date, automatically be granted a non-qualified option to purchase 15,000 shares
of Common Stock, subject to adjustment under paragraph 11 hereof. Each
individual who first becomes a non-employee director after the effective date
shall automatically be granted a non-qualified option to purchase 15,000 shares
of Common Stock, subject to adjustment under paragraph 11 hereof, on the date
such individual becomes a non-employee director. A non-employee director who
has been granted an option to purchase Common Stock pursuant to this paragraph
shall not be eligible to receive another option upon reelection to the Board of
Directors of the Corporation.
5. Option Price; Fair Market Value
-------------------------------
The exercise price per share of Common Stock of each option granted to
a non-employee director shall be the Fair Market Value per Share (as herein
defined) on the date the option is granted. For purposes of this Plan, the term
"Fair Market Value per Share" as of any date shall mean the closing price of the
Common Stock on such date (or if there are no sales on such date, on the next
preceding date on which there were sales), as reported on the Nasdaq National
Market System; provided, however, that in any event the Fair Market
-------- -------
Value per Share shall be appropriately adjusted to reflect events described in
paragraph 11 hereof.
6. Term of Options
---------------
The term of each option granted under the Plan shall be 10 years from
the date of grant, subject to earlier termination as provided in paragraphs 3, 9
and 10 hereof.
7. Exercise of Options
-------------------
(a) Each option granted hereunder to a non-employee director shall
vest and become exercisable in five cumulative annual installments, each of
20% of the number of shares of Common Stock covered, one such installment
vesting and becoming exercisable on the date of the grant and on each
annual anniversary of the date of grant through the fourth such
anniversary.
(b) An option may be exercised at any time or from time to time as to
any or all full shares of Common Stock as to which the option has become
exercisable; provided, however, that an option shall not be exercised at
-------- -------
any time as to less than 100 shares (or less than the number of shares of
Common Stock as to which the option is then exercisable, if
2
<PAGE>
that number is less than 100 shares).
(c) At the time of exercise of any option, the per share exercise
price of such option shall be paid in full for each share of Common Stock
with respect to which such option is exercised. Payment may be made in cash
or by delivery to the Corporation of a properly executed exercise notice
together with irrevocable instructions to a broker approved by the
Corporation that upon such broker's sale of shares with respect to which
such option is exercised, it is to deliver promptly to the Corporation the
amount of sale proceeds necessary to satisfy the option exercise price.
(d) Upon the exercise of an option or portion thereof in accordance
with the Plan, the holder thereof shall have the rights of a stockholder
with respect to the Common Stock issued as a result of such exercise.
8. Non-Transferability of Options
------------------------------
Options granted under the Plan shall not be transferable otherwise
than by will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended (the "Code") or Title I of the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder.
9. Termination
-----------
In the event that a director to whom an option has been granted under
the Plan shall cease to be a director (except as set forth in paragraph 10
hereof), such option may, subject to the provisions of the Plan, be exercised
(to the extent that the director was entitled to do so at the time he ceased
being a director) at any time within seven (7) months after the director ceases
to serve as a member of the Board of Directors of the Corporation, but in no
event later than the date on which the option expires; provided, however, that
-------- -------
any option held by a director who is removed for cause (as determined by the
Board of Directors of the Corporation in its sole discretion) shall, to the
extent not theretofore exercised, terminate upon the date of such removal.
10. Death or Total Disability of Director
-------------------------------------
If a director to whom an option has been granted under the Plan shall
die or suffer a total and permanent disability while a director of the
Corporation, such option may be exercised, to the extent that the director was
entitled to do so at the time of death or total and permanent disability, as set
forth herein, by the director, the legal guardian of the director, the legatee
or legatees of the director under the director's last will, or the director's
personal representatives or distributees, whichever is applicable, at any time
within one year after the date of the director's death or total permanent
disability, but in no event later than the date on which the option expires.
Notwithstanding the above, if a director who ceases to be a director by reason
of total and permanent disability shall die, the legatee or legatees of such
director under the director's last will, or the director's personal
representatives or distributees, whichever is applicable, shall only have the
right
3
<PAGE>
to exercise such option, to the extent that the director was entitled to do so
at the time he ceased to be a director, during the period ending one year after
the date the director ceased to be a director by reason of such total and
permanent disability. For purposes hereof, "total and permanent disability"
shall have the meaning set forth in Section 22(e)(3) of the Code, or any
successor provision thereto.
11. Adjustments upon Changes in Capitalization, etc.
------------------------------------------------
Notwithstanding any other provision of the Plan, in the event of
changes in the outstanding Common Stock by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations and the like, the Board of Directors
of BancTec shall make proportionate adjustments to the number and class of
shares available thereunder or to any outstanding options to prevent dilution or
enlargement.
12. Termination and Amendment
-------------------------
The Board of Directors of the Corporation shall have the right to
amend, suspend or terminate the Plan at any time; provided, however, that an
-------- -------
amendment shall be subject to stockholder approval if such approval is required
to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or under any successor rule, the Code or the
rules of any securities exchange or market system on which securities of the
Company are listed or admitted to trading at the time such amendment is adopted;
and provided further, that the provisions of this Plan that relate to the
-------- -------
eligibility of the participants, the amount and price of the options to be
granted hereunder or the timing of such grants may not be amended more than once
every six (6) months, other than to comply with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules and
regulations thereunder. If the Plan is terminated, the terms of the Plan shall,
notwithstanding such termination, continue to apply to awards granted prior to
such termination. In addition, no suspension, termination, modification or
amendment of the Plan may, without the consent of the director to whom an award
shall theretofore have been granted, adversely affect the rights of such
director under such award.
13. Change of Control
-----------------
All options heretofore or hereafter granted under the Plan, to the
extent not exercisable, shall become immediately exercisable upon the occurrence
of a "Change in Control". The term "Change in Control" as used herein shall
mean an event occurring after December 10, 1992, which shall be deemed to have
occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act, other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation or a corporation owned,
directly or indirectly, by the stockholders of the Corporation in substantially
the same proportions as their ownership of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Corporation representing 25% or more of the
combined voting power of the Corporation's then outstanding securities; or (ii)
during any period of two consecutive years (not including any period prior to
December 10, 1992), individuals who at the beginning of such period constitute
the Board of Directors of the Corporation (the "Board")
4
<PAGE>
and any new director (other than a director designated by a person who has
entered into an agreement with the Corporation to effect a transaction described
in clauses (i) or (iii) of this paragraph) whose election by the Board or
nomination for election by the Corporation's stockholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority of the Board; or (iii) the shareholders of the Corporation approve a
merger or consolidation of the Corporation with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least 80% of the combined voting power of the voting
securities of the Corporation or such surviving entity outstanding immediately
after such merger or consolidation, or the shareholders of the Corporation
approve a plan of complete liquidation of the Corporation or an agreement for
the sale or disposition by the Corporation of all or substantially all the
Corporation's assets.
14. Effect on Other Stock Plans
---------------------------
The adoption of the Plan shall have no effect on awards made or to be
made pursuant to other plans covering directors of the Corporation.
5
<PAGE>
EXHIBIT 5.1
October 25, 1995
BancTec, Inc.
4435 Spring Valley Road
Dallas, Texas 75244
Ladies and Gentlemen:
This firm has acted as counsel for BancTec, Inc., a Delaware corporation
(the "Company"), in connection with the Company's registration under the
Securities Act of 1933 (the "Act") of 1,354,763 shares of common stock, par
value $.01 per share (the "Shares"), of the Company pursuant to the Company's
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Commission") on October 25, 1995 (the "Registration
Statement").
In reaching the opinions set forth herein, this firm has examined and is
familiar with originals or copies, certified or otherwise, of such documents and
records of the Company and such statutes, regulations and other instruments as
this firm has deemed necessary or advisable for purposes of this opinion,
including (i) the Registration Statement, (ii) the Certificate of Incorporation
of the Company, as filed with the Secretary of State of the State of Delaware,
(iii) the By-Laws of the Company, and (iv) the minutes and resolutions of the
Board of Directors of the Company.
This firm has assumed that (i) all information contained in all documents
reviewed by the firm is true, correct and complete, (ii) all signatures on all
documents reviewed by this firm are genuine, (iii) all documents submitted to
this firm as originals are true and complete, (iv) all documents submitted to
this firm as copies are true and complete copies of the originals thereof, and
(v) all persons executing and delivering originals or copies of documents
examined by the firm were competent to execute and deliver such documents. In
addition, this firm has assumed that, upon exercise of the stock options
pursuant to which the Shares will be issued (the "Options"), (i) the Shares will
be issued in accordance with the Recognition International Inc. 1990 Corporate
Incentive Plan, the Recognition International Inc. Corporate Incentive Plan, the
Recognition International Inc. Stock Option Plan VII, and the Recognition
International Inc. Director Stock Option Plan (collectively, the "Stock Option
Plans"), (ii) the full consideration for each Share shall be paid to the Company
and in no event shall be less than the par value for each Share and (iii)
certificates evidencing the Shares will be properly executed and delivered by
the Company in accordance with the Delaware General Corporation Law (the
"DGCL").
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BancTec, Inc.
October 23, 1995
Page 2
Based on the foregoing and having due regard for the legal considerations
this firm deems relevant, this firm is of the opinion that the Shares, when
issued upon exercise of the Options and in accordance with the Stock Option
Plans, will be legally issued by the Company, fully paid and non-assessable.
This opinion is limited in all respects to the laws of the State of Texas,
the DGCL and the federal laws of the United States of America. You should be
aware that this firm is not admitted to the practice of law in the State of
Delaware, and the opinion herein as to the DGCL is based solely upon the latest
unofficial compilation thereof available to the firm.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, this firm does not thereby admit that it
comes within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
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EXHIBIT 23.1
Consent of Independent Accountants
As public accountants, we hereby consent to the incorporation by reference in
this registration statement of our reports dated May 19, 1995, included in
BancTec, Inc.'s Form 10-K for the year ended March 26, 1995, and to all
references to our firm included in this Form S-8.
ARTHUR ANDERSEN LLP
Dallas, Texas
October 23, 1995.
