Common use of Settlement Amount Clause in Contracts

Settlement Amount. a. BancTec and Executive mutually agree that (the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in the

Settlement Amount. a. BancTec and Executive mutually agree that 3.1 Contingent on the approval of the Settlement Agreement by the B.C. Court (and/or the Quebec Court, as necessary), the Settling Defendants have agreed to pay the settlement amount of CDN $2,750,000 all inclusive (the “Separation DateSettlement Amount”) shall be the Executive’s last day of employment with BancTec; as on behalf of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive Settling Defendants, without any admission of liability, in BancTec and its subsidiaries upon terms and conditions set forth in accordance with this Settlement Agreement. b. Until and including 3.2 The Parties acknowledge that funds will be required to pay for the Separation Date, Executive shall continue Notice to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject class members prior to the terms and conditions issuance of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good ReasonSettlement Approval Order, BancTec agrees defined hereinbelow at section 11. These amounts will be remitted by the Settling Defendants to the following: i. BancTec Settlement Administrator to effect the Notice of the Settlement Approval Hearing described in section 11.1 and will pay be deducted from the Settlement Amount. The remainder of the Settlement Amount will be remitted to Executive one Settlement Administrator in trust within thirty (130) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on business days of the Effective Date, providedunless otherwise ordered by the B.C. Court. 3.3 The Settlement Amount shall be provided in full satisfaction of the Released Claims against the Releasees. 3.4 The Settlement Amount shall be all inclusive of all administration costs (including notice ), howeverClass Counsel Fees, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable yearinterest, payment shall not commence until the second taxable yearcosts, taxes, and further provided that Executive’s target bonus amount any other expense whatsoever, though excluding translation costs, which will be borne by the Defendants. 3.5 The Settling Defendants shall be paid in the year following the year have no obligation to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid pay to the executive staffPlaintiffs or the Class Members or any other party any amount in addition to the Settlement Amount, for any reason, pursuant to or (B) March 31, 20 ;in furtherance of this Settlement Agreement or the Proceedings. ii. [BancTec will pay 3.6 Upon payment of the Settlement Amount to Executive a pro-rata bonus for the calendar year in which Settlement Administrator after the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Effective Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive Settlement Administrator shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expensedistribute the Settlement Amount as follows, subject to the Executiveapproval of the B.C. Court: (a) As set out in section 5, to Class Counsel on account of Class Counsel Fees inclusive of all disbursements and applicable taxes, as approved by the B.C. Court; (b) As set out in section 6, to Class Counsel on account of any Honourarium awarded individually to the Plaintiff ▇▇▇▇▇▇▇▇, as approved by the B.C. Court; (c) As set out in section 10 and Schedule A, to pay the costs of the Settlement Administrator under the Distribution Protocol, as approved by the B.C. Court; (d) As set out in section 10, to Class Members under the Distribution Protocol, as approved by the B.C. Court; (e) Following adjudication and payment of claims under the Distribution Protocol, six months after the Effective Date, any undistributed funds remaining will be distributed, as a cy près donation, with 50% of undistributed amounts going to the Law Foundation of British Columbia and the other 50% to one or more charitable organizations, agreed by the Parties, that may reasonably be expected to benefit Class Members. (f) To the extent that section 9.2 is engaged, then subsections 3.6(a) to (d) will be modified as follows: (i) The Quebec Class’s timely election share of such coverage; provided, that, an amount the Settlement Amount shall be includible in the23%; (ii) Class Counsel will ask the Quebec Court to approve fees on 23% of the Settlement Amount; (iii) The Regulation respecting the percentage withheld by the Fonds d’aide aux actions collectives will apply on any remaining balance of the 23% share of the Settlement Amount attributable to the Quebec Class ; (iv) The Distribution Protocol will be administered jointly for the Class and the Quebec Class; (v) Following adjudication and payment of claims under the Distribution Protocol, six months after the Effective Date, any funds remaining attributable to the Quebec Class’s 23% share of the Settlement Amount will be distributed as a cy près donation to one or more charitable organizations whose mission relates to promoting the wellbeing of those who consume video games and the Quebec Class, as agreed by the Parties, and subject to the approval of the Court.

Settlement Amount. a. BancTec and Executive mutually agree that (the “Separation Date”A) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec Defendant agrees to the following: i. BancTec will pay to Executive one a total Gross Settlement Amount of Five Million Dollars (1) year’s base salary ($5,000,000.00), which the parties agree is $ ) shall fully and Executive’s target bonus (which the parties agree is an additional $ ) said payments finally resolve and satisfy any and all amounts to be paid in accordance to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the Court, the Employer’s Share of Taxes payable with BancTec’s customary payroll practice starting on respect to amounts payable to Settlement Class Members, the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable yearNamed Plaintiff, and further provided that Executivethe Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount, and any Settlement Administrator’s target bonus fees and costs in excess of Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000), and the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Gross Settlement Amount. Other than Settlement Administrator’s fees and costs up to Fifty Thousand Dollars ($50,000) and Employer’s payroll taxes in excess of the amount shall allocated in Section 3.4(B) below, Defendant will not be paid in required to pay more than the year following the year to which it relates on or about the earlier gross total of Five Million Dollars (A$5,000,000.00) when bonuses under the then-current 20 Bonus Plan are generally paid terms of this Agreement. No portion of the Gross Settlement Amount will revert to the executive staff, or Defendant. (B) March 31By no later than twenty (20) days after the date of Preliminary Approval Order, 20 ; iiDefendant shall deposit the Gross Settlement Amount into the QSF. [BancTec The Settlement Administrator will pay act as escrow agent and will have the authority to Executive a prorelease the Gross Settlement Amount from escrow immediately for purposes of administering the Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-rata bonus for back election available with respect to the calendar year in which QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cause the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, fund to be paid within 14 treated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Separation Settlement Effective Date, the Settlement Administrator will distribute the money in the QSF by making the following payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all Litigation Expenses approved by the Court as described in Section 3.2; (iii) Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; providedand (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, however, that if this Agreement has the Settlement Administrator shall contact any Settlement Class Members who have not become irrevocable before cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of such 14 day period, then it the Acceptance Period will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that redistributed among Plaintiffs who have timely cashed their checks or, if the 60 day period following the Separation Date begins in one taxable year and ends in amount remaining is small enough that a second taxable year, payment shall be made on the first regularly scheduled payroll date redistribution is not sensible in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period discretion of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”)Class Counsel, the Executive shall unclaimed funds will be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject donated to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in theCharity under the cy pres doctrine.

Settlement Amount. a. BancTec and Executive mutually agree that (the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned 5.1. In consideration for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executivethis Agreement, including the Release set forth in Paragraph 12 below, ▇▇▇▇▇ Fargo agrees to deposit into the QSF a maximum settlement amount of Thirty-Five Million Dollars ($35,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s Employment Agreement until share of payroll taxes applicable to the Separation DateSettlement Payments, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ fees and costs paid to Class Counsel; Court-approved fees and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount. c. In connection with Executive’s resignation for Good Reason, BancTec agrees 5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) to cover any correctible errors or omissions in determining the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments settlement amounts to be paid to Claimants or to individuals who were not, but later correctly assert that they should have been, included in accordance with BancTec’s customary payroll practice starting on the Effective DateSettlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment ▇▇▇▇▇ Fargo shall not commence until the second taxable yearbe obligated to, and further provided that Executive’s target bonus amount shall be paid have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals. 5.3. The Maximum Settlement Amount less all of the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (is the “Benefit Continuation PeriodNet Settlement Amount”), : (i) all fees and costs of the Executive shall be entitled to: A. medical, dental Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and vision continuation coverage under COBRA at BancTec’s expense, subject to costs as finally approved by the Executive’s timely election of such coverageCourt; provided, that, an amount shall be includible in the(iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; and

Settlement Amount. a. BancTec 2.1 Contingent on the approval of the Settlement Agreement by the Court, the Defendants have agreed to pay the settlement amount of CDN $2,800,000 (two million and Executive mutually agree that eight hundred thousand dollars) (the “Separation DateSettlement Amount”) shall be the Executive’s last day of employment with BancTec; as on behalf of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive Defendants, without any admission of liability, in BancTec and its subsidiaries upon terms and conditions set forth in accordance with this Settlement Agreement. b. Until and including 2.2 Subject to Section 9, within 60 (sixty) days of the Separation Dategranting of the orders in the First Application, Executive shall continue to serve BancTec in Executive’s current capacity andthe Contributing Party, except as modified hereby, Executive and BancTec will remain subject pursuant to the terms and conditions Letter of Executive’s Employment Agreement until Undertaking, shall, on behalf of the Separation DateDefendants, pay the Settlement Amount as directed by Class Counsel for deposit into the Escrow Account, unless otherwise ordered by the Class Action Court. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to 2.3 The Settlement Amount shall be paid in accordance with BancTec’s customary payroll practice starting on full satisfaction of the Released Claims against the Releasees. 2.4 The Settlement Amount shall be inclusive of all Administration Expenses, Class Counsel Fees, Honorariums, interest, costs, and any other expense incurred by Class Counsel. 2.5 The Defendants shall have no obligation to pay to the Plaintiffs or the Settlement Class Members any amount in addition to the Settlement Amount, for any reason, pursuant to or in furtherance of this Settlement Agreement or the Class Proceeding. 2.6 Upon payment of the Settlement Amount to Class Counsel after the Effective Date, provided, however, that if the 60 day period following Claims Administrator shall distribute the Separation Date begins in one taxable year and ends in a second (1) Alter Settlement Amount as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expensefollows, subject to the Executive’s timely election approval of such coverage; providedthe Court: (a) As set out in Section 4, thatto Class Counsel on account of Class Counsel Fees inclusive of all disbursements and applicable taxes; (b) As set out in Section 5, an to Class Counsel, in trust, for the benefit of the Plaintiffs in respect of any Honorariums; (c) The funds remaining will be distributed in accordance with the Distribution Protocol. 2.7 Except as expressly provided herein, all interest earned on the Settlement Amount in the Escrow Account shall accrue to the benefit of the Settlement Class and shall become and remain part of the amount held in escrow pursuant to this Settlement Agreement (together with the Settlement Amount, the “Escrow Amount”). 2.8 Subject to section 2.9, all taxes payable on any interest which accrues on or otherwise in relation to the Escrow Amount shall be includible paid from the Escrow Account. KND Complex Litigation or the Claims Administrator, as may later be appropriate, shall be solely responsible to fulfill all tax reporting and payment requirements arising from the Escrow Amount, including any obligation to report taxable income and make tax payments. All taxes (including interest and penalties) due with respect to the income earned by the Escrow Amount shall be paid from the Escrow Account.‌ 2.9 The Defendants shall have no responsibility in theany way related to the Escrow Account including but not limited to, making any filings relating to the Escrow Account, paying taxes on any income earned by the Escrow Amount, or paying any taxes on the monies in the Escrow Account, unless this Settlement Agreement is terminated as provided for herein, in which case any interest earned on the Escrow Amount shall be paid to Trevali who, in such case, shall be responsible for the payment of any taxes on such interest not previously paid by KND Complex Litigation or the Claims Administrator.‌ 2.10 The Parties agree that they are in no way liable for any taxes any Settlement Class Members may be required to pay as a result of receiving any benefits under this Settlement Agreement. No opinion concerning the tax consequences of this Settlement Agreement to any Settlement Class Member is given or will be given by the Parties or their respective counsel, nor are they providing any representation or guarantee respecting the tax consequences of this Settlement Agreement as to any Settlement Class Member. Each Settlement Class Member is responsible for their tax reporting and other obligations respecting this Settlement Agreement, if any.

Settlement Amount. a. BancTec and Executive mutually agree that 3.1 Contingent on the approval of the Settlement Agreement by the Court, the Defendants have agreed to pay the settlement amount of CDN $2,000,000 (two million dollars) (the “Separation DateSettlement Amount”) shall be plus costs reimbursement of CDN $26,629 (twenty-six thousand six-hundred and twenty-nine dollars) (the Executive’s last day of employment with BancTec; as “Cost Reimbursement Amount”) on behalf of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive Defendants, without any admission of liability, in BancTec and its subsidiaries upon terms and conditions set forth in accordance with this Settlement Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions 3.2 Within 60 (sixty) days of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, providedDefence Counsel shall pay the Settlement Amount and the Cost Reimbursement Amount to ▇▇▇▇▇▇ Vecchio LLP in trust, howeverunless otherwise ordered by the Court. 3.3 The Settlement Amount and the Cost Reimbursement Amount shall be provided in full satisfaction of the Released Claims against the Releasees. 3.4 The Settlement Amount and the Cost Reimbursement Amount shall be all inclusive of all administration costs (including notice and translation), that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable yearClass Counsel Fees, payment shall not commence until the second taxable yearinterest, costs, and further provided that Executive’s target bonus amount any other expense. 3.5 The Defendants shall be paid in the year following the year have no obligation to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid pay to the executive staffPlaintiff or the Class Members any amount in addition to the Settlement Amount and the Cost Reimbursement Amount, for any reason, pursuant to or (B) March 31in furtherance of this Settlement Agreement or the Proceedings. 3.6 Upon payment of the Settlement Amount to Class Counsel after the Effective Date, 20 ; ii. [BancTec will pay Class Counsel intends to Executive a pro-rata bonus for distribute the calendar year in which the Separation Date occurs, calculated Settlement Amount as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expensefollows, subject to the Executive’s timely election approval of such coverage; providedthe Court: (a) As set out in section 5, thatto Class Counsel on account of Class Counsel Fees inclusive of all disbursements and applicable taxes, an amount shall as approved by the Court; (b) As set out in section 6, to Class Counsel on account of any Honourarium awarded individually to the Plaintiffs, as approved by the Court; (c) The funds remaining will be includible distributed as a cy près donation in theaccordance with the Distribution Protocol at Schedule E.

Settlement Amount. a. BancTec and Executive mutually (A) Defendants agree that to pay a maximum Gross Settlement Amount of One Million Three Hundred Forty One Thousand Seven Hundred Fifty Two Dollars (the “Separation Date”$1,341,752.00) shall be the Executive’s last day of employment with BancTec; (subject to their right to terminate this Agreement as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in Section 5.1), which shall fully resolve and satisfy any claim for attorneys’ fees and costs approved by the Court, any and all amounts to be paid to Class Members, any Court-approved Service Awards to the Named Plaintiffs, all Employer Payroll Taxes, any payments for PAGA penalties, and all other applicable taxes, interest, and the Settlement Claims Administrator’s fees and costs. Defendants will not be required to pay more than the gross total of One-Million Three-Hundred-Forty- One-Thousand Seven-Hundred-Fifty-Two Dollars ($1,341,752.00) under the terms of this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1B) year’s base salary No later than twenty (which the parties agree is $ 20) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on days after the Effective Date, providedDefendants shall fund and deposit the Settlement Amount, howeverwhich will be an amount sufficient to cover all Participating Claimants’ Settlement Checks, the Reserve Fund, the Court approved attorneys’ fees and costs, the Settlement Claims Administrator’s fees and costs including those associated with Notice, any payments for PAGA penalties and Service Awards, into the QSF. Any settlement share amounts not claimed by Class Members because they did not submit a Claim Form to be a Participating Plaintiff, any portion of the Settlement Amount attributable to attorneys’ fees and costs, settlement administration fees and costs and/or Service Awards not awarded by the Court, and any other amount remaining after the terms of this Agreement are fully carried out shall be retained by Defendants. Any interest accrued from the QSF shall immediately be added to and become part of the Settlement Amount. (C) The Settlement Claims Administrator shall notify Class Counsel within 90 days after the transmission of Settlement Checks as to the names of any Participating Claimant that if has yet to cash his/her Settlement Check. Settlement Checks not cashed within the 60 day period following Check Cashing Period will be void and a stop-payment directive shall be placed by the Separation Date begins Settlement Claims Administrator with the applicable bank. The amounts in one taxable year the QSF attributable to the void and ends uncashed Settlement Checks will revert to Defendants. Participating Claimants who do not redeem their Settlement Checks shall remain bound by this Settlement and the Releases in Section 4.1. Within 90 days of the end of the Check Cashing Period, the amounts of uncashed Settlement Checks shall be returned to Defendants. This Agreement and the Judgment of Dismissal do not and will not create any unpaid residue or unpaid residual with respect to the amounts of uncashed checks, and no distribution of such shall be required. The provisions of any unclaimed property statute or law do not apply to this action or this Agreement. (D) The Parties agree that the QSF is intended to be a second “Qualified Settlement Fund” under Section 468B of the Code and Treas. Reg. §1.468B-1, 26 CFR § 1.468B-1, et seq., and will be administered by the Settlement Claims Administrator as such. With respect to the QSF, the Settlement Claims Administrator shall: (1) Alter as appropriate. taxable yearcalculate, payment shall not commence until the second taxable yearwithhold, remit and report each Class Member’s share of applicable payroll taxes (including, without limitation, federal, state and local income tax withholding, FICA, Medicare and any state or local employment taxes), and further provided indemnify Defendants for any penalty arising out of any error or incorrect calculation and/or interest with respect to any late deposit of the same; (2) calculate and remit the Employer Payroll Taxes; (3) satisfy all federal, state and local and income and other tax reporting, return and filing requirements with respect to the QSF; and (4) satisfy out of the QSF all (i) taxes (including any estimated taxes, interest or penalties) with respect to the interest or other income earned by the QSF, and (ii) fees, expenses and costs incurred in connection with the opening and administration of the QSF and the performance of its duties and functions as described in this Stipulation. The aforementioned taxes, fees, costs and expenses shall be treated as and included in the costs of administering the QSF. The Parties and the Settlement Claims Administrator shall elect to treat the Settlement Fund as coming into existence as a Qualified Settlement Fund on the earliest date set forth in 26 CFR §1.468B-1(j)(2)(i), and that Executive’s target bonus amount such election statement shall be attached to the appropriate returns as required by 26 CFR §1.468B-1(j)(2)(ii). The Parties agree to cooperate with the Settlement Claims Administrator and one another to the extent reasonably necessary to carry out the provisions of this Section. The parties will require the Settlement Claims Administrator to indemnify and hold harmless the Parties for and against any claims or liabilities resulting from errors or omissions in its administration of the QSF. (E) The Settlement Claims Administrator shall set aside $10,000.00 of the QSF as a Reserve Fund (the “Reserve Fund”) to resolve any errors or omissions in the Class List or for any late claims that the Parties have agreed, or that Judge ▇▇▇▇ determines, should be paid. Any individual wishing to collect from the Reserve Fund shall submit a sworn, notarized statement along with a fully executed Claim Form and Release and a W-9 Tax Form and all Authorization Documents to Class Counsel or the Settlement Claims Administrator. Class Counsel or the Settlement Claims Administrator shall promptly email all supporting documents from any such individual to Defendants’ Counsel and Class Counsel, and in no event later than 75 days after the Settlement Checks are distributed to the Participating Claimants. Fifteen (15) days after such supporting documents are made available to the Parties, the Parties shall endeavor to resolve all errors, omissions, or late claims. For those alleging that they should have been included in the Class, and for any other claimed error or dispute, it will be presumed that Defendants’ records and/or the records of the post office and/or the Settlement Claims Administrator (the “Settlement Records”), are accurate unless the Class Member provides competent evidence otherwise. If the Class Member does not provide documentary evidence that contradicts the Settlement Records, Judge ▇▇▇▇ shall decide the dispute against the individual based on the Settlement Records following a conference with counsel for the Parties. If the Class Member provides competent evidence contradicting the Settlement Records, the parties shall confer in good faith and attempt to resolve the dispute. If such dispute regarding participation or allocation based on contradictory evidence cannot be resolved, such dispute shall be decided by Judge ▇▇▇▇., whose decision will be final and binding. Defendants have no obligation to make any payment if the Reserve Fund is exhausted. Any individual who is accepted as a Participating Claimant in accordance with this Section within fourteen (14) or more days prior to the distribution of the Settlement Checks shall be paid from the Net Settlement Fund. Any individual who is accepted as a Participating Claimant in accordance with this Section after the date that is fourteen (14) days prior to the distribution of the Settlement Checks but no later than 180 days after the end of the Check Cashing Period, shall be paid from the Reserve Fund. If an individual is accepted as a Participating Claimant after the date that is fourteen (14) days prior to distribution of the Settlement Checks, but no later than 180 days after the end of the Check Cashing Period, and the Reserve Fund is exhausted, Defendants have no obligation to make a payment to that Participating Class Member. One-Hundred-Eighty (180) days after the Check Cashing Period, no further claims shall be accepted for any reason. Any amount remaining in the Reserve Fund 180 days after the end of the Check Cashing Period will be returned to Defendants. (F) All payments including Settlement Checks to Participating Claimants made pursuant to this Agreement shall be deemed to be paid to such Participating Claimants solely in the year following in which such payments actually are received by the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally Participating Claimant. It is expressly understood and agreed that any amount paid to any Participating Claimant shall not create any credit or otherwise affect the executive staffcalculation of benefits provided under any pension, retirement, retirement savings, excess or supplemental retirement or retirement savings, any deferred compensation, bonus, equity, incentive, severance, displacement, supplemental unemployment, health, life, or disability plan, or any benefit, pension, or other compensation or benefit plan, policy, program, or arrangement (Bcollectively, the “Lions Gate Benefit Plans”) March 31provided by Defendants or any Releasee. Similarly, 20 ; ii. [BancTec no payment made pursuant to this Settlement is or will pay to Executive a pro-rata bonus be considered as “Compensation,” “Earnings,” “Salary,” or any similar definition under any Lions Gate Benefit Plans, no payment is or may be considered eligible compensation for the calendar year in which the Separation Date occursLions Gate Benefit Plans, calculated as the number of days in such year until or for Lions Gate’s 401(k) Savings and including the Separation Date divided by 365Retirement Plans, or for any other benefit purposes, and multiplied by Executive’s target bonusno payment will require any contribution or award under any Lions Gate Benefit Plan, to be paid within 14 calendar days following the Separation Date; providedor otherwise modify benefits, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation contributions or coverage under COBRA at BancTec’s expense, subject to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in theany Lions Gate Benefit Plan.

Settlement Amount. a. BancTec On the Closing Date of this Agreement, the Company agrees to pay the Reinsurer an amount, in cash or securities mutually agreeable to Reinsurer and Executive mutually the Company, equal to the Settlement Amount, which shall be remitted by the Company to the Reinsurer by wire transfer of immediately available funds to an account designated by the Reinsurer. The Reinsurer shall provide the Company by book-entry transfer or with wire transfer instructions and bank routing numbers for the payment of the Settlement Amount at least forty-eight (48) hours prior to the Closing Date. In addition to the Settlement Amount, the Company shall transfer to the Reinsurer all rights, title and interest in any (i) due and deferred premiums on the Policies as of the Coinsurance Effective Date, (ii) policy loans outstanding on the Policies as of the Coinsurance Effective Date, net of any unearned policy loan interest on those policy loans, and (iii) pre-paid reinsurance premiums for other reinsurance on the Policies, as set forth on SCHEDULE 3.1. The parties agree that to make adjustments to the Settlement Amount following Closing, based upon net Statutory Reserves and Liabilities for any Policies or claims improperly or inadvertently omitted or miscalculated in determining the Settlement Amount or which are reinstated after the Coinsurance Effective Date and omitted in the calculation of the Settlement Amount as of the Closing Date (the “Separation Date”"Final Settlement Amount"). The Final Settlement Amount will be calculated by the Company and the Reinsurer in the manner set forth on SCHEDULE 3.1 prior to December 31, 2004, and the difference between the Final Settlement Amount and the Settlement Amount (the "Reconciliation Amount") shall be paid by the Executive’s last day Company to the Reinsurer, or refunded by the Reinsurer to the Company, as the case may be, with interest thereon at the rate of employment with BancTec; as four percent (4.00%) per annum from the Closing COINSURANCE REINSURANCE AGREEMENT Date to the date the Reconciliation Amount is paid within ten (10) days the calculation of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree Final Settlement Amount is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date completed (the “Benefit Continuation Period”"Final Settlement Date"), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in the.

Settlement Amount. a. BancTec and Executive mutually agree that Pursuant to the terms of this Settlement Agreement, the settlement amount to be paid by Defendant, as set forth herein, shall be Two Million Three Hundred Thousand Dollars ($2,300,000.00) (the “Separation DateGross Settlement Fund”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from ), all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar 5 business days of the Court’s entry of final approval of the Settlement. Subject to Court approval, and following receipt in the Separation Date; providedQualified Settlement Fund, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment Gross Settlement Fund shall be made distributed, as shown on Schedule 1, attached hereto, and as follows: (a) the first regularly scheduled payroll date in sum of $7,500 to the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date Class Representative (the “Benefit Continuation PeriodGeneral Release Payment”); (b) one-third of the Gross Settlement Fund, net of the one-time General Release Payment, shall be paid to Class Counsel as Class Counsel’s fees (“Class Counsel’s Fees”). In addition, Class Counsel is entitled to be paid from the Gross Settlement Fund for their litigation expenses (including the Class Representative’s share of the Mediator’s fee; the production and mailing of the Class Notice and the fees and expenses of the Settlement Administrator) (“Class Counsel’s Expenses”)1; (c) the balance of the Gross Settlement Fund shall be allocated as shown on Schedule 2, which reflects each Class member’s share of the Gross Settlement Fund, after the deduction of the General Release Payment, Class Counsel’s Fees and Class Counsel’s Expenses (the “Pre-tax Net Amounts”). Class Counsel represents that they have determined, in good faith, the Executive shall Pre-Tax Net Amounts for each of the Class 1 Class Counsel’s Expenses are estimated to be entitled to: A. medicalapproximately $92,000. members. For avoidance of doubt, dental and vision continuation coverage under COBRA at BancTec’s expensethis is a “claims paid” settlement, subject to the Executive’s timely election of such coverage; provided, meaning that, an amount shall following Final Approval and consummation of Defendant’s obligations under the Settlement Agreement, all Class members who do not opt-out will automatically be includible issued a check to their last known address without having to take any action. Defendant agrees not to oppose Class Counsel’s Fees, Class Counsel’s Expenses and the General Release Payment, in thethe amounts described herein.

Settlement Amount. a. BancTec (A) Defendants agree to pay a Settlement Amount of up to One Million Four Hundred Fifty Thousand Dollars and Executive mutually agree that Zero Cents ($1,450,000.00), which shall fully resolve and satisfy any claim for attorneys’ fees and costs approved by the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from Court, any and all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments amounts to be paid to Class Members, any Court-approved Service Awards to Named Plaintiffs, any fees and costs associated with investing and liquidating the Qualified Settlement Fund, and the Settlement Claims Administrator’s fees and costs. Defendants will not be required to pay more than One Million Four Hundred Fifty Thousand Dollars and Zero Cents ($1,450,000.00) under the terms of this Agreement, except that Defendants’ obligation to pay employer taxes arising from the wage payments provided for herein is not included in accordance with BancTec’s customary payroll practice starting on the Settlement Amount. (B) Defendants shall cause the First Installment of the Settlement Amount, equal to Seven Hundred Twenty-Five Thousand Dollars and Zero Cents ($725,000.00) to be paid to the Settlement Claims Administrator after the Effective Date, provided, however, that if and upon expiration of the 60 30-day period following for any party to appeal the Separation Date begins in one taxable year and ends in a secondfinal Order of the Court. (1C) Alter as appropriate. taxable yearThe Settlement Claims Administrator shall deposit the First Installment of the Qualified Settlement Fund entirely into FDIC insured interest bearing accounts and interest from such interest bearing accounts will become part of the Net Settlement Fund and be held by the Settlement Claims Administrator in escrow. (D) Defendants shall cause the Second Installment of the Settlement Amount, payment shall not commence until the second taxable year, equal to Seven Hundred Twenty-Five Thousand Dollars and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of Zero Cents (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus$725,000.00), to be paid within 14 calendar days following to the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid Settlement Claims Administrator on the first regularly scheduled payroll date earlier of: (i) six months after it becomes irrevocable; and further provided that if Defendants cause the 60 day period following First Installment of the Separation Date begins in one taxable year and ends in a second taxable year, payment shall Settlement Amount to be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in thepaid;

Settlement Amount. a. BancTec and Executive mutually agree that (A) This Settlement authorizes the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as creation of the Separation Qualified Settlement Fund from which Non-Occupant Settlement Class Members and Named Plaintiff service awards will be paid from the Allocated Settlement Amount according to procedures described in Section 3.4. (B) DSV shall transfer a total of three hundred seventy five thousand dollars ($375,000) to the Settlement Administrator in two installments, with the first half being transferred within thirty (30) days of the Settlement Effective Date and the Executive second half being transferred within sixty (60) days of the Settlement Effective Date, for purposes of funding the Qualified Settlement Fund. (C) ACM V shall transfer approved Attorney’s Fees and Costs of up to three hundred seventy five thousand dollars ($375,000) to the Settlement Administrator to fund the Attorney’s Fees and Costs Fund, in two installments, with the first half being transferred within thirty (30) days of the Settlement Effective Date and the second half being transferred within sixty (60) days of the Settlement Effective Date. (D) The Settlement Administrator’s fees and costs will be considered paid solely from the Attorney’s Fees and Costs Fund. Settling Defendants shall have no obligation with respect to have [resigned for Good Reason](1) from all offices such fees and positions held by Executive in BancTec and its subsidiaries upon terms and conditions costs, except as set forth explicitly in this Agreement. b. Until (E) Any uncashed checks as of the Settlement Payment Expiration Date shall be awarded to Michigan Legal Services (MLS). (F) The terms of the settlement with the LOP Occupant Class Members are described in Section 3.4. (G) Within ten (10) days after the Parties’ execution of this Agreement, each Servicer will provide Plaintiffs’ Counsel with a list of the respective Occupied Properties, including name of the tenant and last known contact information; a list of the LOPs where the tenant(s) exercised the option to purchase, including name of the Separation Datetenant(s) and last known contact information, Executive shall continue to serve BancTec in Executive’s current capacity andand a list of tenants, except as modified hereby, Executive and BancTec will remain subject to the terms extent each Servicer has this information, who vacated any LOP, including name and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriatelast known contact information. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount This information shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in thekept confidential.

Settlement Amount. a. BancTec and Executive mutually agree that (the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to Notwithstanding the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good ReasonNote, BancTec Borrower covenants and agrees to the following: i. BancTec will pay to Executive one Lender $265,000.00 plus accrued interest thereon (1the “Settlement Amount”) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting the terms and conditions of this Agreement. The Settlement Amount will be due and payable to Lender in fourteen (14) payments (each such payment, an “Amortization Payment”). The first thirteen (13) Amortization Payments will be in the amount of $20,000.00 each and the fourteenth (14th) Amortization Payment will be in the amount of the unpaid balance of the Settlement Amount. The first Amortization Payment is due and payable to Lender on the Effective Dateor before October 21, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year2016, and further each successive Amortization Payment is due and payable to Lender on or before the fifth (5th) day of each month thereafter until November 5, 2017 (each such date, a “Payment Date”). The first thirteen (13) Amortization Payments shall be made as follows: (i) $10,000.00 in cash, and (ii) if elected by Lender in its sole discretion, up to $10,000.00 in shares of Borrower’s Common Stock (“Payment Shares”); provided that Executive’s target bonus amount any portion of any Amortization Payment that is paid via Payment Shares (the “Conversion Amount”) shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid subject to the executive staff, or following conditions: (Ba) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days Payment Shares deliverable with respect to any portion of any Amortization Payment made in such year until and including Common Stock shall be equal to the Separation Date Conversion Amount divided by 365the Market Price (as defined below); (b) all Payment Shares must be delivered in the manner set forth in Section 9 of the Note; and (c) the applicable Payment Shares must have been received by Lender or its broker, as applicable, and multiplied by Executive’s target bonus, become Free Trading within three (3) Trading Days of the delivery of the Conversion Notice (as defined below) for such Amortization Payment to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; deemed to have been timely made. The fourteenth (14th) and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment final Amortization Payment shall be made on in cash. If Lender elects to receive a particular Conversion Amount via Payment Shares, then in such event Lender will deliver a conversion notice (a “Conversion Notice”) to Borrower setting forth the number of Payment Shares deliverable with respect to such Conversion Amount. Any Payment Shares delivered pursuant to this Section 2 shall be subject to a true-up in accordance with the terms and provisions of Section 11 of the Note. In addition, if any Conversion Amount in any month is less than $10,000.00, then in the following month or months Lender shall be allowed to convert an amount equal to the difference between the amounts Lender was allowed to convert and the amounts Lender actually converted. For illustration purposes only, if Lender’s aggregate Conversion Amounts during the first regularly scheduled payroll date two (2) months following the Effective Date were $15,000.00, then Lender would be entitled to convert a Conversion Amount of up to $15,000.00 in the second taxable year after next month (the $10,000 available for conversion during such third month, plus the $5,000.00 carryover from the first two (2) months). If Lender’s aggregate Conversion Amounts during the third month following the Effective Date were $12,000.00 for purposes of this Agreement has become irrevocable;](2) and iiiexample, then Lender would be entitled to convert a Conversion Amount of up to $13,000.00 during the following month. For a period purposes hereof the term “Market Price” shall mean 60% multiplied by the average of eighteen the three (183) months from lowest Closing Bid Prices in the Separation Date ten (10) Trading Days immediately preceding the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in theapplicable Payment Date.

Settlement Amount. a. BancTec On the Closing Date of this Agreement, the Company agrees to pay the Reinsurer an amount, in cash or securities mutually agreeable to Reinsurer and Executive mutually the Company, equal to the Settlement Amount, which shall be remitted by the Company to the Reinsurer by wire transfer of immediately available funds to an account designated by the Reinsurer. The Reinsurer shall provide the Company by book-entry transfer or with wire transfer instructions and bank routing numbers for the payment of the Settlement Amount at least forty-eight (48) hours prior to the Closing Date. In addition to the Settlement Amount, the Company shall transfer to the Reinsurer all rights, title and interest in any (i) due and deferred premiums on the Policies as of the Coinsurance Effective Date, (ii) policy loans outstanding on the Policies as of the Coinsurance Effective Date, net of any unearned policy loan interest on those policy loans, and (iii) pre-paid reinsurance premiums for other reinsurance on the Policies, as set forth on SCHEDULE 3.1. The parties agree that to make adjustments to the Settlement Amount following Closing, based upon net Statutory Reserves and Liabilities for any Policies or claims improperly or inadvertently omitted or miscalculated in determining the Settlement Amount or which are reinstated after the Coinsurance Effective Date and omitted in the calculation of the Settlement Amount as of the Closing Date (the “Separation Date”"Final Settlement Amount"). The Final Settlement Amount will be calculated by the Company and the Reinsurer in the manner set forth on SCHEDULE 3.1 prior to December 31, 2004, and the difference between the Final Settlement Amount and the Settlement Amount (the "Reconciliation Amount") shall be COINSURANCE REINSURANCE AGREEMENT paid by the Executive’s last day Company to the Reinsurer, or refunded by the Reinsurer to the Company, as the case may be, with interest thereon at the rate of employment with BancTec; as four percent (4.00%) per annum from the Closing Date to the date the Reconciliation Amount is paid within ten (10) days the calculation of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree Final Settlement Amount is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date completed (the “Benefit Continuation Period”"Final Settlement Date"), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in the.

Settlement Amount. a. BancTec and Executive mutually agree that February 11, 2011 (the “Separation Date”) shall be the Executive’s last day of employment with BancTec; as of the Separation Date the Executive shall be considered to have [resigned for Good Reason](1) Reason from all offices and positions held by Executive in BancTec and its subsidiaries upon terms and conditions set forth in this Agreement. b. Until and including the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ $325,000) and Executive’s target bonus (which the parties agree is an additional $ $325,000) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 2011 Bonus Plan are generally paid to the executive staff, or (B) March 31June 30, 20 2012; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”), the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA have the right to participate at BancTec’s expense, subject for a period of 18 months after the Separation Date, in BancTec’s Employee Benefits (other than vacation rights) for which the Executive is eligible; provided however, that this right shall terminate upon Executive’s employment by a company offering welfare benefits, whether or not the Executive elects to receive such benefits; and iii. Executive is also entitled to certain accrued rights as follows: A. Any accrued but unpaid salary for any period of time worked prior to (and including) the Separation Date and other amounts to which the Executive otherwise is entitled hereunder prior to the date of the Executive’s timely election termination of employment; B. Any bonus compensation earned but not paid that relates to any calendar year ended prior to the date of termination of employment, in accordance with the terms of the Bonus Plan, which, if any, will be paid on or about the same date as other payments under such prior year Bonus Plan are made; C. Accrued and unused vacation pay, equivalent to $4,806.25; D. Reimbursement for any unreimbursed business expenses properly incurred by the Executive in accordance with BancTec policy prior to the date of the Executive’s termination; E. The Employee Benefits as to which to the Executive (or his dependents or beneficiaries, as applicable) are entitled under the employee benefit plans of BancTec or its affiliates pursuant to the terms of such coverage; providedplans, that, an amount shall be includible for the timeframe specified in the1.c.

Settlement Amount. a. BancTec (i) In consideration for the settlement and Executive mutually agree that (a release of all claims of the “Separation Date”) Settlement Class against Defendant, Defendant agrees to pay to each Class Member, through the Administrator, the Payout Amounts, as described in Exhibit A, from the maximum $404,000 payment described in paragraph 23 above. Confidential individual notices will be mailed to each Class Member by the Administrator selected by Class Counsel. Class Counsel shall be responsible for the Executive’s last day cost of employment hiring the Administrator, as well as any costs associated with BancTec; as supervising the administration of the Separation Date Settlement Fund. Defendant is not responsible in any respect for any costs of settlement administration. (ii) Within seven (7) days of receiving from Defendant the Executive maximum $404,000 payment described in paragraph 23 above, the Administrator will issue a settlement check to each Class Member who has not excluded himself/herself pursuant to paragraph 30 below. (a) Class Members will be solely responsible for the payment of any and all taxes of any kind that may be due and payable in connection with the payments made to them under this Agreement. Class Members shall be considered to have [resigned for Good Reason](1) from all offices indemnify and positions held hold harmless Defendant and any other entities affiliated, in whole or in part with or by Executive in BancTec Defendant, and its subsidiaries upon terms past, present and conditions set forth future officers, directors, trustees, administrators, executors, attorneys, employees, insurers, reinsurers and agents, subsidiaries, shareholders, clients, and each of their successors and assigns, both individually and in their official capacities, from any and all liens, actions, claims, fines, penalties or interest, of any kind, on the part of the Internal Revenue Service or any other taxation authority in connection with any payments made under this Settlement Agreement. b. Until (b) Class Counsel will be solely responsible for the payment of any and all taxes of any kind, if any, that may be due and payable in connection with payments made to Class Counsel. Class Counsel agrees to indemnify and hold harmless Defendant and any other entities affiliated, in whole or in part with or by Defendant, and its past, present and future officers, directors, trustees, administrators, executors, attorneys, employees, insurers, reinsurers and agents, subsidiaries, shareholders, clients, and each of their successors and assigns, both individually and in their official capacities, from any and all liens, actions, claims, fines, penalties or interest, of any kind, on the part of the Internal Revenue Service or any other taxation authority in connection with any payments made to Class Counsel under this Settlement Agreement, including the Separation Date, Executive $10,000 in enhancement payments that Class Counsel will forward to Plaintiff and the Opt-In Plaintiffs.. (iii) The Administrator shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject provide each Participating Class Member with a Form W-2 for his/her payment. (iv) Any amounts which accrue due to the terms failure of a Participating Class Member to cash his/her settlement check within ninety (90) days of the date of the check shall revert to Defendant, consistent with the Parties’ intent that any unused portion of the maximum $404,000 payment described in paragraph 23 above is and conditions shall remain the property of Executive’s Employment Agreement until Defendant. Within 120 days of the Separation Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to date of the following: i. BancTec will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date (the “Benefit Continuation Period”)settlement checks, the Executive Administrator shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject issue to Defendant a check representing the Executive’s timely election total amount of such coverage; provided, that, an amount shall be includible in theall uncashed settlement checks.

Settlement Amount. a. BancTec (A) Defendants agree to pay the Gross Settlement Amount of Two Hundred Ninety- Seven Thousand and Executive mutually agree that No/100ths Dollars ($297,000.00), which shall fully resolve and satisfy any claim for attorneys’ fees and costs approved by the “Separation Date”Court, any and all amounts to be paid to Class Members, any Court-approved Service Award to Named Plaintiff as more fully set forth herein, any and all amounts to be paid to the LWDA, and the Settlement Claims Administrator’s fees and costs. Other than the employer payroll taxes described in Section 3.5(C), Defendants will not be required to pay more than the gross total of Two Hundred Ninety-Seven Thousand and No/100ths Dollars ($297,000.00) under the terms of this Agreement. (B) By no later than March 16, 2017, Defendants shall be deposit One Hundred Twenty- Five Thousand and No/100ths Dollars ($125,000.00) into an interest-bearing escrow account established by the Executive’s last day of employment Settlement Claims Administrator, with BancTec; as any interest (at market rates) accruing becoming part of the Separation Date Settlement Amount to be distributed to Settlement Class Members. By no later than March 16, 2018, Defendants shall deposit an additional Eighty-Six Thousand and No/100ths Dollars ($86,000.00) into the Executive account. By no later than March 16, 2019, Defendants shall be considered deposit the final Eighty-Six Thousand and No/100ths Dollars ($86,000.00) into the account. (C) If Defendants fail to make any payment set forth in Section 3.1(B) above in a timely manner, Class Counsel shall provide a seven (7) day written warning and Notice of Default to Defendants’ Counsel. If, after sending this Notice of Default, payment of the outstanding amount or amounts in full has not been made, Plaintiffs may take the steps necessary to enforce the Judgment. If Plaintiffs receive payment of the outstanding amount or amounts in full prior to the actual filing of pleadings and/or motions designed to enforce the Judgment, Plaintiffs shall cease in their efforts to enforce the Judgment and cooperate in withdrawing the pleadings and/or motions to enforce the Judgment. (D) The Settlement Claims Administrator will act as escrow agent and will have [resigned the authority to release the Settlement Amount from escrow for Good Reason](1) from all offices and positions held by Executive purposes of administering the settlement in BancTec and its subsidiaries upon accordance with the terms and conditions set forth in this Agreement. b. Until and including Agreement immediately following the Separation Date, Executive shall continue to serve BancTec in Executive’s current capacity and, except as modified hereby, Executive and BancTec will remain subject to the terms and conditions of Executive’s Employment Agreement until the Separation Effective Date. c. In connection with Executive’s resignation for Good Reason, BancTec agrees to the following: i. BancTec (E) Class Members will pay to Executive one (1) year’s base salary (which the parties agree is $ ) and Executive’s target bonus (which the parties agree is an additional $ ) said payments to be paid in accordance with BancTec’s customary payroll practice starting on the Effective Date, provided, however, that if the 60 day period following the Separation Date begins in one taxable year and ends in a second (1) Alter as appropriate. taxable year, payment shall not commence until the second taxable year, and further provided that Executive’s target bonus amount shall be paid in the year following the year to which it relates on or about the earlier of (A) when bonuses under the then-current 20 Bonus Plan are generally paid to the executive staff, or (B) March 31, 20 ; ii. [BancTec will pay to Executive a pro-rata bonus for the calendar year in which the Separation Date occurs, calculated as the number of have 90 days in such year until and including the Separation Date divided by 365, and multiplied by Executive’s target bonus, to be paid within 14 calendar days following the Separation Date; provided, however, that if this Agreement has not become irrevocable before the expiration of such 14 day period, then it will be paid on the first regularly scheduled payroll date after it becomes irrevocable; and further provided that if the 60 day period following the Separation Date begins in one taxable year and ends in a second taxable year, payment shall be made on the first regularly scheduled payroll date in the second taxable year after this Agreement has become irrevocable;](2) and iii. For a period of eighteen (18) months from the Separation Date date of each mailing to cash their Settlement Checks (the “Benefit Continuation Acceptance Period”). Class Members will be informed of the Acceptance Period in the Notice and on the Settlement Checks. The Settlement Claims Administrator shall notify the Parties in writing of the beginning of each Acceptance Period. (F) Any correctable errors or omissions identified prior to the Second Distribution shall be resolved by deducting the amount necessary to correct the error or omission on a pro rata basis from the remaining Settlement Checks to Class Members and attorneys’ fees. (G) If a Class Member does not timely cash his Settlement Check issued in connection with the First Distribution within the applicable Acceptance Period, the Executive shall be entitled to: A. medical, dental and vision continuation coverage under COBRA at BancTec’s expense, subject Settlement Award or portion thereof attributable to the Executive’s timely election of such coverage; provided, that, an amount shall be includible in theclaims pursuant to Section