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TRANSITION SERVICES
AGREEMENT AND GENERAL RELEASE
This Transition Services Agreement and General
Release ("Agreement") is entered into by and between Euronet
Worldwide, Inc. ("the Company") and Daniel R. Henry
("Mr. Henry").
WHEREAS, Mr. Henry has been employed by the
Company as its President and Chief Operating Officer under an
Employment Agreement dated October 10, 2003 (the "Employment
Agreement"); and
WHEREAS, Mr. Henry has decided voluntarily
to resign from his position as president and chief operating
officer and the Company has accepted his resignation; and
WHEREAS, the Company desires to continue to
retain Mr. Henry as an employee until June 30, 2007 and the
parties desire to establish the compensation the Company will pay
to Mr. Henry for his employment until June 30, 2007 and
resolve amicably all matters through the date hereof between them
on a full and final basis;
NOW, THEREFORE, in consideration of the promises
contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1. Resignation. Mr. Henry gave
notice to the Company on December 11, 2006 of his intention to
resign as president and chief operating officer of the Company
effective as of December 31, 2006. Mr. Henry and the Company
agree that, notwithstanding the 60 day notice period required under
Section 8(c) of the Employment Agreement, Mr. Henry’s
will remain an employee with the Company until June 30, 2007 (the
"Resignation Effect Date") under the terms provided in this
Agreement.
2. Transition Period Services. From
February 1 until June 30, 2007 (the "Transition Period"),
Mr. Henry will remain employed, on a part-time basis, by the
Company and will be available on the request of the Company to
provide transition services. In this capacity, Mr. Henry will
respond to inquiries and make himself available for projects as
required by the Company. Mr. Henry will receive his salary for
the month of January, 2007 under his current employment agreement,
which shall be considered terminated with effect as of February 1,
2007. His salary will be reduced to $10,000 per month, payable in
arrears in accordance with the Company’s standard payroll
practices, for the period from February 1, 2007 through the end of
the Transition Period (for at total of $50,000 for the period
beginning February 1, 2007 and ending June 30, 2007.
3. Continuing Service as a Director. It
is acknowledged that Mr. Henry is a director of the Company
and, except as expressly provided herein, nothing in this Agreement
shall affect his position as such. For purposes of establishing
Mr. Henry’s compensation as a director, Mr. Henry
will be considered an "outside director" commencing as of the
Company’s shareholders meeting in May, 2007. In accordance
with the compensation policies of the board of directors, he will
receive a grant of 3,500 restricted shares on the date of that
shareholders
meeting and will begin receiving
the cash compensation payable to outside directors, which is
currently $30,000 per annum, payable on a quarterly basis
commencing in the third quarter, 2007.
(a)
The Company will
continue to provide group health insurance coverage to
Mr. Henry in accordance with its current policies during the
Transition Period. After the expiration of the Transition Period,
Mr. Henry will be permitted to continue coverage in accordance
with the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended ("COBRA"), provided that for the period from June 30, 2007
until December 31, 2008 the Company will pay directly or reimburse
Mr. Henry for his COBRA costs. Mr. Henry’s
participation in, entitlement to and accrual under all other
benefit plans or programs of the Company (other than stock option
plans, which are dealt with in Section 4(b)) shall cease as of June
30, 2007.
(b)
Mr. Henry and the
Company hereby agree that the December 12, 2005 restricted stock
grant of 50,000 shares of the Company’s common stock
reflected in the Restricted Stock Grant dated April 10, 2006
(except those shares that will vest in March 2007 by virtue of the
Company having met the 2006 fiscal year performance targets for
vesting of such shares) and the August 16, 2006 restricted stock
grant of 100,000 shares of the Company’s common stock
reflected in the Restricted Stock Grant dated August 16, 2006 were
forfeited as of December 31, 2006. The provisions of this Section
4(b) shall be considered an amendment to the Restricted Stock Grant
Agreements dated April 10, 2006 and August 16, 2006, respectively,
relating to the grant of such restricted shares, which agreements
are hereby considered terminated.
(c) Mr. Henry
and the Company hereby agree that all vesting of options currently
outstanding to Mr. Henry shall cease as of June 30, 2007, and
all of the option agreements currently in effect with respect to
such options will be modified as necessary to effect this
provision. Subject to the next sentence, Mr. Henry and the
Company acknowledge and agree that all options currently
outstanding and held by Mr. Henry that have vested as of June
30, 2007 will remain exercisable during the period of time
specified in the respective option agreements relating to the
awards.
(d) Mr. Henry
will be entitled to keep the laptop computer he used for work, and
may use his mobile telephone and wireless mobile device at the
expense of the Company during the entire term he is a director of
the Company, subject to his compliance with all Company terms,
conditions and policies concerning such use, including but not
limited to the Company’s policies relating to the security of
information.
(e) Nothing in
this Agreement will affect any rights und
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