Euronet Worldwide, Inc. (NASDAQ:EEFT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)On November 3, 2017, Euronet Card Services S.A., (“ECS”) a wholly owned Greek subsidiary of Euronet Worldwide, Inc. (the “Company”), entered into an amended employment agreement (the “Amended Agreement”) with Nikos Fountas, Executive Vice President and Chief Executive Officer of the Company’s EFT EMEA Division. The Amended Agreement amends and supersedes a prior employment agreement in effect between Mr. Fountas and ECS (the “Prior Agreement”) and is intended to make certain termination provisions and restrictive covenants consistent with those that are included in the employment agreements of the Company with its other Executive Vice Presidents, to the extent possible under Greek law.
The principal amendments to the Prior Agreement include contractual definition of certain severance rights on termination. Under the Prior Agreement, Mr. Fountas’ rights on termination were governed solely by Greek employment law. Under the Amended Agreement, Mr. Fountas would be entitled to the following contractual severance arrangements on termination:
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1) |
In the event of termination by the Company for a reason other than “serious breach” by Mr. Fountas, Mr. Fountas will be entitled to: |
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a severance indemnity equal to two times his annual gross salary; |
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continuation of vesting of any outstanding equity awards granted by EWI for a period of 24 months after the termination; and |
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continuation of insurance coverage for Mr. Fountas and his family a period of 24 months after the termination. |
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2) |
In the event of a Change of Control of EWI (as defined) Mr. Fountas will be entitled to immediate vesting, on the date of the Change of Control, of all equity awards outstanding granted by EWI. |
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3) |
In the event of a termination by the Company for any reason within a period of three years after a “Change of Control”, Mr. Fountas will be entitled to: |
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an indemnity equal to the higher of (i) two times his annual base salary or (ii) the present value of the amount of gross salary that would be due to Mr. Fountas from the termination date until the third anniversary of the Change of Control, calculated using a discount rate equal to 7.5%; and |
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continuation of insurance coverage for Mr. Fountas and his family for a period of 24 months after the termination or three years after the date of the Change of Control, whichever is longer. |
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4) |
A “Change of Control” includes, (i) completion of a merger or consolidation such that the shareholders of EWI immediately prior to such event hold less than 50% of the surviving entity; (ii) completion of a sale of all or substantially all of the assets of EWI; (iii) replacement of over 25% of EWI’s directors without approval of at least 75% of the directors in office on the date of execution of the Amended Agreement; or (iv) the acquisition by any person of more than 40% of the aggregate voting power of EWI’s then-outstanding voting securities. |
The Amended Agreement also includes the obligation, for a period of 24 months, not to solicit any employees of ECS or EWI group of companies or to compete with ECS or any member of the EWI group of companies.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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10.1 |
Employment Agreement dated November 3, 2017 between Euronet Worldwide, Inc. and Nikos Fountas |
EURONET WORLDWIDE INC Exhibit
EX-10.1 2 exhibit101nikosfountasempl.htm EXHIBIT 10.1 Exhibit AMENDMENT OF EMPLOYMENT CONTRACTThis amendment is entered into in Athens on November 3,…
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About Euronet Worldwide, Inc. (NASDAQ:EEFT)
Euronet Worldwide, Inc. is an electronic payments provider. The Company offers payment and transaction processing and distribution solutions to financial institutions, retailers, service providers and individual consumers. Its product offerings include automated teller machine (ATM), point-of-sale (POS), card outsourcing, card issuing and merchant acquiring services, electronic distribution of prepaid mobile airtime and other electronic payment products. It operates in three segments: EFT Processing, which provides electronic payment solutions consisting of ATM cash withdrawal and deposit services, outsourced ATM and POS management solutions, and credit and debit card outsourcing; epay, which provides electronic distribution and processing of prepaid mobile airtime and other electronic payment products and collection services, and Money Transfer, which provides global consumer-to-consumer money transfer services and global account-to-account money transfer services.
