Exhibit 10.8
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is made effective as of June 1, 2003 (the
“Effective Date”) by and between Euronet Worldwide,
Inc., a Delaware corporation (“Employer”), and Mr. Miro
Bergman, a U.S. citizen residing in Budapest, Hungary
(“Employee”).
RECITALS
WHEREAS, Employee is currently employed by Employer and
both Employer and Employee desire for Employee to continue such
employment on certain terms and conditions.
NOW, THEREFORE,
in consideration of the premises
and the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the adequacy of which is
hereby acknowledged, Employer and Employee, each intending to be
legally bound, agree as follows:
1. Term .
The term of this Agreement (the
“Term”) shall commence on the Effective Date and shall
continue indefinitely until the date on which Employee’s
employment by Employer terminates pursuant to Section 8 or 9 of
this Agreement. This Agreement shall, as of the Effective Date,
supercede and replace in its entirely the Employment Agreement then
in effect between Employer and Employee.
2. Service .
Employee shall serve as Executive
Vice President, Managing Director EMEA, and in such other positions
and shall perform services in such other departments of Employer as
requested by Employer’s Board of Directors (the
“Board”), Chief Executive Officer or Chief Operating
Officer. Employee shall perform such services as normally are
associated with such positions.
3. Compensation and
Benefits .
(a) Base Salary . During the
Term, as compensation for services rendered by Employee under this
Agreement, Employer shall pay Employee an annual base salary of
$210,000, in installments in accordance with Employer’s
general payroll practices (“Base Salary”).
(b) Other Compensation
.
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(i)
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During the
Term, Employee shall receive a housing allowance of $18,000
annually while residing outside of the United States, paid in
accordance with Employer’s general payroll practices
(“Housing Allowance”)
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(ii)
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During the Term, Employee shall
be entitled to such comparable fringe benefits and perquisites as
may be provided to Employer’s executive level employees
pursuant to policies established from time to time by Employer.
Employee shall be eligible for bonuses under
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Employer’s executive bonus
plan, subject to meeting performance or other targets set by
Employer with respect to such bonuses.
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(iii)
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Employee and
Employee’s immediate family shall be provided by Employer
with medical, dental and life insurance through and in accordance
with the terms of Employer’s group health insurance plan,
subject to payment by Employee of a portion of the premiums in
accordance with policies established by Employer from time to
time.
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(iv)
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Employee shall
be entitled to a tax equalization payment compensating Employee for
any excess of Hungarian or other foreign taxes over the amount of
U.S. federal and state tax Employee would have paid if he had
remained an employee in the United States, calculated in accordance
with the policy of the Company attached as Exhibit A.
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4. Other Benefits
. During the term,
Employee shall be entitled to annual vacation of 20 days, provided
however that Employee may not use more than ten consecutive
vacation days at one time and that Employee may accrue no more than
five days of unused vacation from year to year.
5. Repatriation Benefits
. In consideration of the
Employee agreeing to serve in an overseas post for a period of at
least two years following the Effective Date, the Employer agrees
that, if at any time after the expiration of such two year period,
the Employee, requests in writing to return to the United States (a
“Repatriation”), the Employer will either (i) provide
the Employee with a position in the United States within a
reasonable period of time, not to exceed 90 days, with a base
salary that is at least equal to the Employee’s compensation
prior to such Repatriation, or (ii) with the agreement of the
Employee (with Employee shall not unreasonably withhold), consent
to an amendment of this Agreement under which (A) the term of this
Agreement within the meaning of Section 1 of this Agreement is
amended to be a fixed term of one year following such Repatriation,
(B) the then current Base Salary payable to the Employee is reduced
by 50%, (C) the Employee’s employment hereunder is made
part-time employment and the Employee is entitled during the
remaining term of this Agreement as so amended to obtain full time
employment elsewhere, other than with a competitor of the Employer,
and (D) any severance payable under Section 8(b)(i) hereof upon
termination of such Agreement as amended shall not exceed 12 months
Base Salary, as such Base Salary is reduced by such amendment. For
the avoidance of doubt, it is understood that Employee shall remain
an employee of Employer during the entire term of any amended
Agreement as provided in subsection (ii) above, and all benefits,
including without limitation vesting of options, shall continue
during the term of any employment under such subsection, but only
for the term as amended pursuant to this Section. The benefit
described in this Section shall be referred to as the
“Repatriation Benefit.” Employee shall be entitled to
reimbursement of reasonable moving expenses from his country of
residence back to the United States as part of the Repatriation
Benefits.
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6. Business Expense
Reimbursement . Employer shall reimburse Employee for all
reasonable and proper business expenses incurred by Employee in the
performance of Employee’s duties hereunder during the Term,
in accordance with Employer’s customary practices for
executive level employees, and provided such business expenses are
reasonably documented.
7. Restrictions on
Employee’s Conduct .
(a) Exclusive Services .
During the Term, Employee shall at all times devote
Employee’s full-time attention, energies, efforts and skills
to the business of Employer (which term shall hereinafter include
each of Employer’s subsidiaries) and shall not, directly or
indirectly, engage in any other business activity, whether or not
for profit, gain or other pecuniary advantages, without
Employer’s written consent, provided that such prior consent
shall not be required with respect to: (i) business interests that
neither compete with Employer nor interfere with the performance of
Employee’s duties and obligations under this Agreement; or
(ii) Employee’s charitable, philanthropic or professional
association activities which do not interfere with the performance
of Employee’s duties and obligations under this
Agreement.
(b) Confidential Information
. During the Term and for the first 12 consecutive months after the
termination of the Term, Employee shall not disclose or use,
directly or indirectly, any Confidential Information. For the
purposes of this Agreement, “Confidential Information”
shall mean all information disclosed to Employee, or known by him
as a consequence of or through Employee’s employment with
Employer (under this Agreement or prior to this Agreement) where
such information is not generally known in the trade or industry or
was regarded or treated as confidential by Employer, and where such
information refers or relates in any manner whatsoever to the
business activities, processes, services or products of Employer.
Confidential Information shall include business and development
plans (whether contemplated, initiated or completed), information
with respect to the development of technical and management
services, business contacts, methods of operation, results of
analysis, business forecasts, financial data, costs, revenues, and
similar information. Upon termination of the Term, Employee shall
immediately return to Employer all property of Employer and all
Confidential Information, which is in tangible form, and all copies
thereof.
(c) Business Opportunities and
Conflicts of Interests .
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(i)
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During the
Term, Employee shall promptly disclose to Employer each business
opportunity of a type which, based upon its prospects and
relationship to the existing businesses of Employer, Employer might
reasonably consider pursuing. After termination of this Agreement,
regardless of the circumstances thereof, Employer shall have the
exclusive right to participate in or undertake any such opportunity
on its own behalf without any involvement of Employee.
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(ii)
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During the
Term, Employee shall refrain from engaging in any activity,
practice or act which conflicts with, or has the potential to
conflict with, the interests of Employer, and he shall avoid any
acts or omissions which are disloyal to, or competitive with
Employer.
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(d) Non-Solicitation . During
the period of time with respect to which the Employee is to receive
severance payments under this Agreement (the “Severance
Period”), Employee shall not, except in the course of
Employee’s duties under this Agreement, directly or
indirectly, induce or attempt to induce or otherwise counsel,
advise, ask or encourage any person to leave the employ of
Employer, or solicit or offer employment to any person who was
employed by Employer at any time during the twelve-month period
preceding the solicitation or offer.
(e) Covenant Not to Compete
.
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(i)
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During the
Term, Employee shall not, without Employer’s prior written
consent, directly or indirectly, either as an officer, director,
employee, agent, advisor, consultant, principal, stockholder,
partner, owner or in any other capacity, on Employee’s own
behalf or otherwise, in any way engage in, represent, be connected
with or have a financial interest in, any business which is, or to
Employee’s knowledge, is about to become, engaged in any
business with which Employer is currently or has previously done
business or any subsequent line of business developed by Employer
or any business planned during the Term to be established by
Employer. Notwithstanding the foregoing, Employee shall be
permitted to own passive investments in publicly held companies
provided that such investments do not exceed five percent (5%) of
any such company’s outstanding equity.
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(ii)
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If Employer or
Employee terminates this Agreement, Employee shall not, during the
Severance Period, engage in competition with Employer, or solicit,
from any person or entity who purchased any product or service from
Employer during Employee’s employment hereunder, the purchase
of any product or service in competition with then existing
products or services of Employer.
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(iii)
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For purposes of
this Agreement, Employee shall be deemed to engage in competition
with Employer if he shall directly or indirectly, either
individually or as a stockholder, director, officer, partner,
consultant, owner, employee, agent, or in any other capacity,
consult with or otherwise assist any person or entity engaged in
providing ATM or electronic financial transactions services or ATM
software to banks. The provisions of this Section 7(e) shall apply
in any location in which Employer has established, or is in the
process of establishing, a subsidiary.
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(f) Employee Acknowledgment .
Employee hereby agrees and acknowledges that the restrictions
imposed upon him by the provisions of this Section 7 are fair and
reasonable considering the nature of Employer’s business, and
are reasonably required for Employer’s protection.
(g) Invalidity . If a court
of competent jurisdiction or an arbitrator shall declare any
provision or restriction contained in this Section 7 as
unenforceable or void, the provisions of this Section 7 shall
remain in full force and effect to the extent not so declared to be
unenforceable or void, and the court may modify the invalid
provision to make it enforceable to the maximum extent permitted by
law.
(h) S pecific Performance .
Employee agrees that if he breaches any of the provisions of this
Section 7, the remedies available at law to Employer would be
inadequate and in lieu thereof, or in addition thereto, Employer
shall be entitled to appropriate equitable remedies, including
specific performance and injunctive relief. Employee agrees not to
enter into any agreement, either written or oral, which may
conflict with this Agreement, and Employee authorizes Employer to
make known the terms of this Section 7 to any person, including
future employers of Employee.
8. Termination
.
(a) Termination by Employer for
Cause . Subject to the last sentence of this Section 8(a), at
any time during the Term of this Agreement, Employer may terminate
Employee’s employment for Cause, as defined below, upon at
least fourteen (14) days written notice setting forth a description
of the conduct constituting Cause. If Employee’s employment
is terminated for Cause, he shall be entitled to:
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(i)
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payment of any
unpaid portion of Employee’s Base Salary through the
effective date of such termination;
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(ii)
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reimbursement
for any outstanding reasonable business expense he has incurred in
performing Employee’s duties hereunder
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(iii)
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the right to
elect continuation coverage of insurance benefits to the extent
required by law; and
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(iv)
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payment of any
accrued but unpaid benefits up to and including the effective date
of the termination (including without limitation, any tax
equalization payments, bonus due up to the date on which the
Severance Period commences), and any other rights, as required by
the terms of any employee benefit plan or program of
Employer;
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For purposes of this Agreement,
“Cause” shall mean: (1) conviction of Employee of, or
the entry of a plea of guilty or nolo contendere by Employee to,
any felony, or any misdemeanor involving
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moral turpitude; (2) fraud, misappropriation or
embezzlement by Employee; (3) Employee’s wilful failure,
gross negligence or gross misconduct in the performance of
Employee’s assigned duties for Employer; (4) wilful failure
by Employee to follow reasonable instructions of any officer to
whom Employee reports or the Euronet board; (5) Employee’s
gross negligence or gross misconduct in the performance of
Employee’s assigned duties for Employer. Notwithstanding the
provisions of this Section 8(a) defining “Cause,” in
the event of a Change of Control, as defined hereafter, a
Termination for Cause shall mean only a termination for an act of
dishonesty by Employee constituting a felony which was intended to
or resulted in gain or personal enrichment of Employee at
Employer’s expense.
(b) Termination by Employer
Without Cause or Constructive Termination Without Cause on Change
of Control . At any time before a Change of Control, Employer
may terminate Employee’s employment without Cause, by giving
written notice of termination . If Employee’s employment is
terminated without Cause, or if there is a constructive termination
without Cause, as defined below, Employee shall be entitled to
receive from Employer the following:
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(i)
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severance
benefits including:
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(A)
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payment of the
then current Base Salary for a Severance Period of 24 months, in
accordance with Employer’s regular salary payment practices,
and
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(B)
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continuation of
the vesting of any outstanding stock options and continuation of
the Employee’s rights to exercise any outstanding stock
options, through the full 24 month Severance P
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