Exhibit 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of the 23rd day of
October, 1998, by and between BancTec, Inc., a Delaware corporation (hereinafter
"BancTec"), and Xxxxx X. Xxxx (hereinafter "Xxxx").
RECITALS:
WHEREAS, BancTec researches, develops, manufactures, markets, and maintains
computerized financial document processing systems;
WHEREAS, BancTec desires to engage Xxxx as an employee to perform services
required of him by the terms hereof;
WHEREAS, Xxxx desires to remain in the employ of BancTec in the capacities
set forth by the terms hereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties do hereby agree as follows:
ARTICLE ONE
EMPLOYMENT AND DUTIES
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Section 1.1 General. BancTec agrees, during the periods specified
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below, to employ Xxxx and Xxxx agrees to devote his work time to BancTec and to
diligently and faithfully perform to the best of his abilities such duties and
services as may be assigned to him from time to time by BancTec. Xxxx agrees to
adhere to all policies established by BancTec and to avoid all acts that might
injure the reputation of BancTec. Xxxx agrees to perform his duties in
accordance with any rules and regulations promulgated by BancTec. It is
expressly agreed that the continued employment of Xxxx by BancTec from the date
of this Agreement is part of Xxxx'x consideration for this Agreement.
ARTICLE TWO
TITLE, COMPENSATION, EXPENSES, AND VACATIONS
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Section 2.1 January 1, 1999, through December 31, 1999.
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For the period from January 1, 1999, to and including December 31, 1999, the
parties agree to the following:
Section 2.1.1 Duties. Xxxx shall perform such services as directed
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from time to time by the Chairman of the Board of Directors of BancTec.
Section 2.1.2 Compensation. In consideration for Xxxx devoting full
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time to the activities of BancTec, BancTec agrees to pay Xxxx a bi-weekly salary
of $6730.76. In addition, Xxxx shall be eligible for full participation in any
executive bonus plan in effect during the period, such bonus to be paid in cash.
Section 2.1.3 Vacation. Xxxx shall be entitled to a reasonable
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vacation, consistent with BancTec's standard vacation policy.
Section 2.1.4 Other Benefits. Xxxx shall be entitled to receive
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those other benefits normally provided to employees of BancTec and consistent
with the position of Xxxx.
Section 2.1.5 Other Expenses. Xxxx shall be entitled to be reimbursed,
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in accordance with BancTec's then current Travel Policy, for all reasonable and
necessary expenses incurred by Xxxx on behalf of BancTec, if Xxxx submits
itemized receipts obtained by Xxxx in connection with such expenditures.
Section 2.2 January 1, 2000, through March 31, 2000. For the
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period from January 1, 2000, to and including March 31, 2000, the parties agree
as follows:
Section 2.2.1 Duties. Xxxx shall perform such services as directed
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from time to time by the Chairman of the Board of Directors of BancTec.
Section 2.2.2 Compensation. In consideration for Xxxx devoting full
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time to the activities of BancTec, BancTec agrees to pay Xxxx a bi-weekly salary
of $6730.76. Xxxx shall not be eligible to participate in any executive bonus
plan in effect during the year.
Section 2.2.3 Vacation. Xxxx shall be entitled to accrue vacation
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under BancTec's standard vacation policy.
Section 2.2.4 Other Benefits. Xxxx shall be entitled to receive those
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other benefits normally provided to employees of BancTec and consistent with the
position of Xxxx.
Section 2.2.5 Other Expenses. Xxxx shall be entitled to be reimbursed,
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in accordance with BancTec's then current Travel Policy, for all reasonable and
necessary expenses incurred by Xxxx on behalf of BancTec, if Xxxx submits
itemized receipts obtained by Xxxx in connection with such expenditures.
Section 2.3 April 1, 2000, through December 31, 2000. For
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the period from April 1, 2000, to and including December 31, 2000, the parties
agree as follows:
Section 2.3.1 Duties. Xxxx shall not be required to perform services
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as an employee of BancTec and shall not be considered nor hold himself out as an
employee of BancTec.
Section 2.3.2 Compensation. In consideration for the Covenant not to
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Compete, as set forth in Article Three, hereinafter, BancTec agrees to pay Xxxx
a bi-weekly amount of $6730.76.
Section 2.4 Death or Disability. This Agreement will
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terminate upon the death of Xxxx or after Xxxx has become permanently disabled.
For purposes of this Agreement, Xxxx is "permanently disabled" when he is unable
to continue his normal duties of employment, by reason of a medically determined
physical or mental impairment, for a continuous period of at least ninety (90)
days. In determining whether or not Xxxx is permanently disabled, BancTec may
reasonably rely upon the opinion of any doctor or practitioner of any recognized
field of medicine or psychiatric practice selected by BancTec and such other
evidence as BancTec reasonably deems necessary. ANY INSURANCE OR DISABILITY
BENEFITS NORMALLY AFFORDED TO EMPLOYEES OF THE EMPLOYER SHALL NOT BE AFFECTED BY
THIS SECTION.
ARTICLE THREE
COVENANT NOT TO COMPETE
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Xxxx hereby agrees that during the term of his employment and for the
period from April 1, 2000 through December 31, 2000, he will not, either through
any kind of ownership (other than ownership of securities of a publicly held
corporation of which Xxxx owns less than one percent (1%) of any class of
outstanding securities), or as a director, officer, principal, agent, employee,
employer, advisor, consultant, co-partner, or in any individual or
representative capacity whatever, either for his own benefit or for the benefit
of any other person, firm, or corporation, without the prior written consent of
a duly authorized officer of BancTec, compete with BancTec by engaging in any
act, including, but not limited to, any of the following:
(a) canvass, solicit, accept, or perform any type of work performed
by BancTec for any Customer of BancTec;
(b) develop, design, manufacture, or market any products or devices
that may be used for the same purposes as any product sold by BancTec during the
term of this Agreement;
(c) request or advise any firm to withdraw, curtail, or cancel its
business with BancTec;
(d) give or attempt to give any person, partnership, or corporation
the right to solicit or canvass any Customer for the performance of work
performed by BancTec; and
(e) induce or attempt to influence any employee of BancTec or any
employee of any Customer to terminate his employment with the view toward
competing with BancTec or any Customer.
As used herein, the term "Customer" includes any of BancTec's Customers at
any time during the term of this Agreement.
ARTICLE FOUR
CONFIDENTIAL INFORMATION
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Section 4.1 Nondisclosure. Xxxx expressly covenants and agrees that
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he will not during his employment for BancTec hereunder or at any time after the
termination thereof, irrespective of the time, manner, or cause of termination,
reveal, divulge, disclose, or communicate to any person, firm, or corporation,
other than authorized officers, directors, and employees of BancTec, in any
manner whatsoever, any Confidential Information of BancTec that would be
inconsistent with the position held by Xxxx or the duties being performed by
Xxxx at the direction of BancTec.
Section 4.2 Definition of "Confidential Information". As used
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herein,"Confidential Information" means information disclosed to or known by
Xxxx as a consequence of or through his employment for BancTec, not generally
known in the business in which BancTec is or may become engaged, about BancTec,
its business, products, and processes.
Section 4.3 Return of Confidential Information and Other Property.
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Upon termination of this Agreement, Xxxx will surrender to BancTec all
Confidential Information including, without limitation, all lists, charts,
schedules, reports, financial statements, books, and records, and all copies
thereof, of BancTec and all other property belonging to BancTec whatsoever.
ARTICLE FIVE
ENFORCEMENT OF COVENANTS
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Xxxx agrees that a substantial violation on his part of any covenant
contained in Articles Three and Four of this Agreement will cause such damage to
BancTec as will be irreparable and for that reason, Xxxx further agrees that
BancTec shall be entitled as a matter of right, to an injunction out of any
court of competent jurisdiction, restraining any further violation of said
covenants by Xxxx, his employer, employees, partners, or agents. Such right to
injunction shall be cumulative and in addition to whatever other remedies
BancTec may have, including, specifically, recovery of liquidated and additional
damages. Xxxx expressly acknowledges and agrees that the respective covenants
and agreements shall be construed in such a manner as to be enforceable under
applicable laws if a more limited scope of time is determined by a court or
competent jurisdiction to be required.
ARTICLE SIX
TERM OF AGREEMENT
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Section 6.1 Term. The term of this Agreement will be through
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December 31, 2000, unless terminated earlier as provided below, or unless
terminated by Xxxx at any time.
Section 6.2 Immediate Termination. BancTec may terminate this
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Agreement without notice for cause, as hereinafter defined, or if Xxxx is in
substantial breach of the covenants of this Agreement, including, without
limitation, disclosing Confidential Information or committing acts of personal
or business misconduct.
In the event of termination for cause, BancTec shall be under no obligation
to Xxxx except to reimburse him for such expenses as he may be entitled to
receive up to the time of termination.
In the event of termination of this Agreement according to this Section
6.2, then (a) the covenants contained in Article Three hereof shall survive for
a period of two (2) years after the date this Agreement is terminated and (b)
the covenants contained in Article Four hereof shall survive indefinitely.
"Cause" means (a) any act by Xxxx that is materially adverse to the best
interests of the Company and which, if the subject of a criminal proceeding,
could result in a criminal conviction for a felony or (b) the failure by Xxxx to
substantially perform his duties hereunder, which duties are within the control
of Xxxx (other than the failure resulting from Xxxx'x incapacity due to physical
or mental illness).
ARTICLE SEVEN
MISCELLANEOUS
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Section 7.1 Notices. All notices provided for by this Agreement
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shall be made in writing (a) either by actual delivery of the notice to the
party thereunto entitled or (b) by the mailing of the notice in the United
States mail, addressed to the party to be notified at the address listed below
(or at such other address as may have been designated by written notice),
certified or registered mail, return receipt requested. The notice shall be
deemed to be received (a) if by personal delivery, on the date of its actual
receipt by the party entitled thereto or (b) if by mail, on the date of deposit
in the United States mail.
To BancTec: BancTec, Inc.
0000 XXX Xxxxxxx
Xxxxxx, Xxxxx 00000
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Attn: General Counsel
To Xxxx: Xxxxx X. Xxxx
0000 Xxx Xxxxx Xx.
Xxxxx, Xxxxx 00000
Section 7.2 Entire Agreement. This Agreement contains the entire
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agreement of the parties hereto and supersedes all other prior agreements and
understandings, oral or written, if any, between the parties hereto. No
modification or amendment of any of the terms, conditions, or provisions herein
may be made otherwise than by written agreement signed by the parties hereto.
Section 7.3 Governing Law. The laws of the State of Texas shall
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govern the validity, construction, enforcement, and interpretation of this
Agreement.
Section 7.4 Parties Bound. This Agreement and the rights and
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obligations hereunder shall be binding upon and inure to the benefit of BancTec,
Xxxx, and their respective heirs, personal representatives, successors, and
assigns; provided, however, that Xxxx may not assign any rights or obligations
hereunder without the express written consent of BancTec. This Agreement shall
also bind and inure to the benefit of any successor of BancTec by merger or
consolidation, or any assignee of all or substantially all of BancTec's
properties.
Section 7.5 Invalid Provisions. If any provision of this Agreement
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is held to be illegal, invalid, or unenforceable under present or future laws
effective during the term hereof, such provision shall be fully severable; this
Agreement shall be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part hereof; and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable
provision, there shall be added automatically as a part of this Agreement a
provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid, and enforceable.
Section 7.6 Waiver of Breach. The waiver by any party hereto of a
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breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by any party.
Section 7.7 Section Headings. The headings contained in this
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Agreement are for reference purposes only and do not affect in any way the
meaning or interpretation of the Agreement.
Section 7.8 Multiple Counterparts. This Agreement has been executed
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in a number of identical counterparts, each of which for all purposes is to be
deemed an original, and all of which constitute, collectively, one agreement;
but making proof of this Agreement, it shall not be necessary to produce or
account for more than one (1) such counterpart.
IN WITNESS WHEREOF, this Agreement is signed and executed the day and year
first above written.
BANCTEC, INC.
By: /s/ XXXXXXX X. XXXXX, XX.
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Xxxxxxx X. Xxxxx, Xx.
Chairman of the Board and
Chief Executive Officer
XXXX
By: /s/ XXXXX X. XXXX
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Xxxxx X. Xxxx
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