Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - EURONET WORLDWIDE, INC. | exhibit101nikosfountasempl.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
Form 8-K
_______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2017
_______________________________
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware (State or other jurisdiction of incorporation) | 001-31648 (Commission File Number) | 74-2806888 (I.R.S. Employer Identification No.) |
3500 College Boulevard
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 327-4200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | |||
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:
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: |
◦ | a severance indemnity equal to two times his annual gross salary; |
◦ | continuation of vesting of any outstanding equity awards granted by EWI for a period of 24 months after the termination; and |
◦ | continuation of insurance coverage for Mr. Fountas and his family a period of 24 months after the termination. |
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. |
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: |
◦ | 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 |
◦ | 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. |
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
Exhibit Number | Description |
10.1 | Employment Agreement dated November 3, 2017 between Euronet Worldwide, Inc. and Nikos Fountas |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Euronet Worldwide, Inc. | ||
By: | /s/ Jeffrey B. Newman | |
Jeffrey B. Newman | ||
Executive Vice President - General Counsel | ||
Date: November 8, 2017 | ||
INDEX TO EXHIBITS
Exhibit Number | Description |
10.1 | |