Exhibit 10.1
EURONET LONG-TERM INCENTIVE
STOCK OPTION PLAN
(As Amended Effective September 13, 2002)
1. Purpose of Plan. The purpose of the Euronet Long-Term Incentive Plan
(the "Plan") is to (i) increase the ownership of common stock of Euronet
Services Inc. (the "Company") by those key employees or independent consultants
who are primarily responsible for the continued growth, development and
financial success of the Company and its subsidiaries, and (ii) attract and
retain such employees and consultants and reward them for the continued
profitable performance of the Company and its subsidiaries.
The Plan was adopted by the Board of Directors of the Company (the Board")
on December 17, 1996. Certain stock option grants were made to employees and
consultants of the Company or its subsidiaries in agreements made prior to the
date of adoption of this Plan ("Prior Grants"). This Plan is intended to
incorporate all such grants which shall, from the date the grantees under such
grants so acknowledge, be governed by this Plan.
2. Definitions. The following definitions are applicable herein:
"Adoption Date" -- December 17, 1996, the date on which the original
version of this Plan was adopted by the Board.
"Award" -- individually or collectively, Options granted hereunder.
"Board" -- the Board of Directors of the Company.
"Company" -- Euronet Services Inc., acting for purposes of this plan
through the Board. The term "Company" as used herein shall also include any
successor to the Company as provided in Section 9.6 of this Plan.
"Date of Grant" -- the date on which the grant of an Award is authorized by
the Company or such other date as may be specified by the Company in such
authorization.
"Date of Retirement" -- the date on which an employee of the Company or a
Subsidiary retires from such employment or the effective date of an Early
Retirement.
"Early Retirement" -- the retirement of an employee of the Company or a
Subsidiary prior to the legally mandated age of retirement, if any, or that age
provided in applicable policies of the Company as such may be instituted from
time to time.
"Eligible Person" -- any person employed or retained as a consultant by the
Company or a Subsidiary on a regular basis who satisfies all of the requirements
of Section 5.3.
"Fair Market Value" -- the greater of (i) the per share price at which
shares of the Company were issued to or purchased by any party in the last
transaction occurring prior to the date of the exercise of the Option, and (ii)
the net book value of the Company, divided by the number of the Company shares
outstanding at the time of the exercise of an Award by a
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Participant; provided that the Fair Market Value shall always be at least equal
to the par value of the Stock. In the event that a public market is created for
shares, then the Fair Market Value of a share of common stock on any day shall
be the closing sale quotation on the market with respect to which such shares
are traded as reported for such day or, if no such quotation is reported for
such day, the average of the high bid and low asked price of common stock as
reported for such day. If no quotation is made for the applicable day, the Fair
Market Value of a share of common stock on such day shall be determined in the
manner set forth in the preceding sentence using quotations for the next
preceding day for which there were quotations, provided that such quotations
shall have been made within the ten (10) "trading" days preceding the applicable
day. Notwithstanding the foregoing, if no such information is available or if
otherwise deemed necessary or appropriate by the Option Committee, the Fair
Market Value of a share of common stock on any day shall be determined in good
faith by the Option Committee taking into account all relevant material facts
and circumstances.
"Group of Persons" -- a "group" as such term is defined in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder (the "Exchange Act").
"Option" or "Stock Option" -- an option granted under Section 5 of this
Plan.
"Option Committee" -- an Option Committee created by the Board. It is
acknowledged that no such committee exists as of the time of the adoption of
this Plan and until such creation all functions attributed hereunder to the
Option Committee shall be exercised by the Board.
"Optionee" -- any person to whom an Option is granted under this Plan.
"Option Period" or "Option Periods" -- the period or periods during which
an Option is exercisable as described in Section 5.6.
"Option Shares" -- shares purchase by an Optionee under an Option.
"Owner" -- a person or Group which owns shares, including a beneficial
owner as defined under the Exchange Act.
"Participant" -- an Eligible Person who has been granted an Award under
this Plan.
"Person" -- any individual or legal entity of any form whatsoever.
"Plan" -- this Euronet Long Term Incentive Stock Option Plan.
"Securities Act" -- the laws and regulations of any jurisdiction governing
the issuance and trading of securities, including, without limitation, the U.S.
Securities Act of 1933.
"Stock Option Agreement" -- an agreement entered into by an Optionee and
the Company pursuant to Section 5 of this Plan.
"Subsidiary" -- any corporation of which 50% or more of the outstanding
voting stock or voting power is beneficially owned, directly or indirectly, by
the Company.
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"Termination" -- termination of the employment or the consulting
arrangement of a person with the Company or any Subsidiary. The Company may, in
its discretion, determine whether any "leave of absence" constitutes a
Termination for purposes of this Plan and the impact, if any, of any such leave
of absence on Awards made under this Plan. The Company shall have the right to
determine whether the termination of a Participant's employment or consulting
arrangement is a dismissal for cause and the date of Termination in such case,
which date the Company may retroactively deem to be the date of the action that
constitutes cause for dismissal. Such determinations of the Company shall be
final, binding and conclusive.
"Vested Shares" -- shares of Stock with respect to which an Optionee's
purchase right under an Option has vested in accordance with the terms of
Section 5.6.
3. Effective Date and Duration.
3.1 Effective Date. This Plan shall be effective as of the Adoption
Date.
3.2 Period for Grant of Awards. Awards may be made as provided
herein for a period of ten (10) years after the Adoption Date.
3.3 Termination. This Plan shall continue in effect until all
matters relating to the payment of Awards and administration of the Plan have
been settled.
4. Administration.
4.1 The Board; Option Committee. The Plan shall be administered in
accordance with the terms of this Plan document by the Board or a committee
thereof, provided that all questions of interpretation regarding the terms and
conditions pursuant to which Awards are granted, exercised or forfeited under
the provisions hereof, shall be subject to the determination of the Board or the
Option Committee, as the case may be. Any such determination shall be final and
binding upon all parties affected thereby.
4.2 Indemnification. Each member of the Board or the Option
Committee (and each person to whom any of them has delegated any authority or
power under this Plan) shall be indemnified and held harmless by the Company
against and from (i) any loss, cost, liability, or expense that may be imposed
upon or incurred by such person in connection with or resulting from any claim,
action, suit, or proceeding to which such person may be a party or in which such
person may be involved by reason of any action or failure to act under the Plan;
and (ii) any and all amounts paid by such person in satisfaction of judgment in
any such action, suit, or proceeding relating to the Plan. Each person covered
by this indemnification shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Articles of Incorporation or
By-Laws of the Company or any of its Subsidiaries, as a matter of law, or
otherwise, or of any other power that the Company may have to indemnify such
person or hold such person harmless.
4.3 Reliance on Reports. Each member of the Board or the Option
Committee (and each person to whom any of them has delegated any authority or
power
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under this Plan) shall be fully justified in relying or acting in good faith
upon any report made by the independent public accountants of the Company and
its Subsidiaries and upon any other information furnished in connection with the
Plan. In no event shall any person who is or shall have been a member of the
Board or the Option Committee be liable for any determination made or other
action taken or any omission to act in reliance upon any such report or
information or for any action taken, including the furnishing of information, or
failure to act, if in good faith.
5. Stock Options.
5.1 Grant of Stock Options. The Company may, from time to time,
grant Stock Options for shares of common stock in the Company to one or more
Eligible Persons, provided that: (i) all grants must be approved in advance by
the Board or by the Option Committee acting on behalf of the Board; (ii) the
aggregate number of shares of Stock subject to Stock Options under this Plan,
subject to any adjustment pursuant to Section 5.11, may not exceed Two Million
Four Hundred Thirteen Thousand Five Hundred and Eighty-Six (2,413,586) shares,
plus all Prior Grants; (iii) in the event that a Stock Option lapses or the
rights of the Participant to whom it as granted terminate, any shares of Stock
subject to such Option shall again be available for the grant of an Option to
another Eligible Person under this Plan; and (iv) shares of Stock delivered by
the Company under this Plan may be either authorized and unissued Stock, Stock
held in the treasury of the Company or Stock purchased on the open market
(including private purchases), in accordance with any applicable Securities Act.
5.2 Payment Nature of Option. All Options granted shall be in
consideration of services performed for the Company or its Subsidiaries by the
Optionee. All Options granted shall constitute a special incentive payment to
the Optionee and shall not be taken into account in computing the amount of
salary or compensation of the Optionee for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or under any agreement between the Company and
the Optionee, unless such plan or agreement specifically otherwise provides.
5.3 Eligibility. Key employees and consultants of the Company and
its Subsidiaries (including employees and consultants who are members of the
Board) who, in the opinion and sole discretion of the Company, are primarily
responsible for the continued growth and development and financial success of
the business of the Company or one or more of its Subsidiaries shall be eligible
to be granted Awards under the Plan. Subject to the provisions of this Plan, the
Company may from time to time select from such Eligible Persons those to whom
Awards shall be granted and determine the nature and amount of each Award. The
Company shall not be under any obligation to grant any employee or consultant of
the Company or its Subsidiaries an Award under this Plan.
5.4 Non-Uniform Determinations. The Company's determinations under
this Plan need not be uniform and may be made by it selectively among Eligible
Persons who receive, or are eligible to receive, Options (whether or not such
persons are similarly situated). Without limiting the generality of the
foregoing, the Company shall be entitled, among other things, to make
non-uniform and selective determinations which may, inter alia, reflect the
specific terms of individual employment or consulting agreements, and to enter
into non-uniform and selective Option Agreements, as to (a) the persons
qualified to receive Options and (b) the terms and conditions of Options.
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5.5 Number of Shares of Stock Subject to Option. In determining the
size of Options to be granted, the Company shall take into account a prospective
Participant's job responsibilities, level, performance, potential, cash
compensation level, the Fair Market Value of the Stock at the time of granting
the Award, as well as such other considerations it deems appropriate.
5.6 Stock Option Terms. Each Option granted under this Plan shall be
evidenced by a Stock Option Agreement between the Company and the Participant
under terms and conditions approved by the Company, provided, however, that
unless otherwise provided in the Stock Option Agreement, the following terms and
conditions shall apply:
(1) The Optionee's right to exercise the Options granted shall
vest over a period of five years, in five tranches, each equal to one-fifth of
the total number of shares of Stock which are the subject of an Option grant.
One tranche shall vest on each anniversary of the Date of Grant for five years
after the Date of Grant.
(2) The Options are exercisable with respect to Vested Shares
either in total or in part, with a partial exercise not affecting the
exercisability of the balance of the Option.
(3) Each Option shall cease to be exercisable as to any share of
Stock, at the earliest of (i) the Optionee's purchase of the entire amount of
Stock to which the Option relates or (ii) the lapse of the Option in accordance
with Section 5.8 below.
(4) Options are not transferable by the Optionee except by will
or the laws of descent and distribution and shall be exercisable (i) during the
Optionee's lifetime only by the Optionee, or by the Optionee's guardian or legal
representative or (ii) after an Optionee's death by the Optionee's beneficiary
or representative of the estate of the Optionee as provided in Section 5.8. In
the event a Stock Option Agreement establishes an Option Period which does not
begin immediately upon the grant thereof, such agreement may initially provide,
or the Company may at any time thereafter unilaterally amend it to provide, for
the immediate exercisability of the Option granted therein upon the occurrence
of events determined by the Company, in its sole discretion, to justify such
immediate exercisability.
(5) The Option price per share of Stock shall be 100% of the Fair
Market Value at the Date of Grant. The Option price shall be payable in cash, in
full, at the time of the exercise of the Option.
5.7 Dividend Equivalency. Any Option may, in the discretion of the
Company, provide for dividend equivalency rights under which the Participant
shall be entitled to additional payments, in the nature of compensation, equal
to the amount of dividends which would have been paid, during the period such
Option is held, on the number of shares of Stock equal to the number of shares
subject to such Option.
5.8 Lapse of Option. An Option will lapse upon the first occurrence
of one of the following circumstances: (i) 10 years from the Date of Grant; (ii)
on the 90th day following the Optionee's Date of Retirement; (iii) on the date
which is 60 days after an Optionee's Termination; or (iv) at the expiration of
the Option Period set forth in the Stock Option Agreement. If, however, the
Optionee dies within the Option Period and prior to the
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lapse of the Option, the Option shall lapse unless it is exercised within the
Option Period or twelve months from the date of the Optionee's death, whichever
is earlier, by the Optionee's beneficiary, legal representative or
representatives or by the person or persons entitled to do so under the
Optionee's will or, if the Optionee shall fail to designate a beneficiary or
make a testamentary disposition of such Option or shall die intestate, by the
person or persons entitled to receive said Option under the applicable laws of
descent and distribution.
5.9 Change in Control.
(1) "Change In Control" shall be deemed to have occurred upon the
happening of any of the following events: (i) any Person or Group of Persons
(other than any shareholder of the Company as of the Adoption Date), becomes the
Owner, directly or indirectly, whether by purchase, acquisition or otherwise, of
50% or more of the outstanding shares of the Company; or (ii) the Company's
shareholders approve an agreement to merge, consolidate, liquidate, or sell all
or substantially all of the Company's assets. The Company shall give prompt
notice to all Optionees in the event it becomes aware that a Change In Control
has occurred.
(2) Upon the event of a Change in Control: (i) any Option
outstanding prior to the date of the Change in Control shall become,
notwithstanding any other provision of this Plan or any Stock Option Agreement,
fully vested and immediately exercisable; and (ii) the Company may, in its sole
discretion and subject to the provisions of Section 7 below, amend any Stock
Option Agreement in such manner as it deems appropriate, but only as to those
Options which have not been exercised.
(3) Whenever deemed appropriate by the Company, any action
referred to in Section 5.9(2)(ii) may be made conditional upon the consummation
of the applicable Change in Control transaction.
5.10 Restrictions. In furtherance of the foregoing, at the time of any
exercise of an Option, the Company may, if it shall determine it necessary or
desirable for any reason, require the Optionee, as a condition to the exercise
thereof, to deliver to the Company a written representation of the Optionee's
present intention to purchase the Stock for investment and not for distribution.
Each Option shall also be subject to the requirement that, if at any time the
Company determines, in its discretion, that either (i) the registration or
qualification of Stock subject to an Option under any Securities Act, or (ii)
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
Stock thereunder, the Option may not be exercised in whole or in part unless
such registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.
5.11 Changes in Capital Structure. In the event of any change in the
outstanding shares of Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar changes in
the Stock, then appropriate adjustments shall be made in the shares of Stock
theretofore awarded to the Optionees and in the aggregate number of shares of
Stock which may be awarded pursuant to the Plan. Such adjustments shall be made
by the Company and shall be binding and conclusive for all purposes. Additional
shares of Stock issued to a Optionee as the result of any such change shall bear
the same restrictions as the shares of Stock to which they relate.
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6. Other Payments or Options. Nothing contained in this Plan shall be
deemed, in any way, to limit or restrict the Company from granting an option to
purchase Stock or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.
7. Amendment and Termination. The Board may, from time to time, suspend,
discontinue, revise or amend this Plan in any respect whatsoever provided
however that no such amendment shall materially impair any rights or materially
increase any obligations under any outstanding Award without the consent of the
Participant (or, upon the Participant's death or adjudication of mental
incapacity, the person having the right to exercise the Award).
8. Miscellaneous Provisions.
8.1 Non-transferability. No benefit provided under this Plan shall be
subject to alienation or assignment by a Optionee (or by any person entitled to
such benefit pursuant to the terms of this Plan), nor shall it be subject to
attachment or other legal process of whatever nature. Any attempted alienation,
assignment or attachment shall be void and of no effect whatsoever. Payment
shall be made only to the Optionee entitled to receive the same or said
Optionee's authorized legal representative.
8.2 No Employment Right or Right of Retainer. Neither this Plan nor
any action taken hereunder shall be construed as giving any right to be retained
as an officer, employee or consultant of the Company or any of its Subsidiaries.
8.3 Tax Withholding. Either the Company or a Subsidiary, as
appropriate, shall have the right to deduct from all Awards paid in cash any
taxes as it deems to be required by law to be withheld with respect to such cash
payments. In the case of Awards paid in Stock, the employee or other person
receiving such Stock may be required to pay to the Company or a Subsidiary, as
appropriate, the amount of any such taxes which the Company or a Subsidiary is
required to withhold with respect to such Stock. At the request of an Optionee,
or as required by law, upon the exercise of an Option, such sums as may be
required for the payment of any estimated or accrued income tax liability may be
withheld or paid by the Optionee to the Company and remitted to the governmental
entity entitled to receive the same.
8.4 Fractional Shares. Any fractional shares concerning Awards shall
be eliminated at the time of payment or payout by rounding down for fractions of
less than one-half and rounding up for fractions of equal to or more than
one-half. No cash settlements shall be made with respect to fractional shares
eliminated by rounding.
8.5 Government and Other Regulations. The obligation of the Company
to make payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules and regulations, and to such approvals by any government
agencies as may be required. If Stock awarded under the Plan may in certain
circumstances be exempt from registration under the Securities Act, the Company
may restrict its transfer in such manner as it deems advisable to ensure such
exempt status.
8.6 Company Successors. In the event the Company becomes a party to a
merger, consolidation, sale of substantially all of its assets or any other
corporate
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reorganization in which the Company will not be the surviving corporation or in
which the holders of the Stock will receive securities of another corporation
(in any such case, the "New Company"), then the New Company shall assume the
rights and obligations of the Company under this Plan.
8.7 Governing Law. All matters relating to the Plan or to Awards
granted hereunder shall be governed by the laws of the State of Delaware.
8.8 Relationship to Other Benefits. No payment under the Plan shall
be taken into account in determining any benefits under any other pension,
retirement, profit-sharing or group insurance plan of the Company or any
Subsidiary.
8.9 Expenses. The expenses of administering the Plan shall be borne
by the Company and its Subsidiaries.
8.10 Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles and headings, shall
control.
IN WITNESS WHEREOF, the Company has caused this Plan to be adopted
effective as of December 3, 1996, and amended effective as October 16, 1997 and
September 13, 2002.
EURONET WORLDWIDE, INC.
___________________________
Michael J. Brown, C.E.O.
and Chairman of the Board
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