Exhibit 10.2
EURONET WORLDWIDE, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
INTRODUCTION
1.01 Purpose. The Euronet Worldwide, Inc. Employee Stock Purchase Plan (the
"Plan") is intended to provide a method whereby employees of Euronet Worldwide,
Inc. (the "Company") and its Eligible Subsidiary Companies (as defined below)
will have an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Common Stock of the Company.
1.02 Rules of Interpretation. It is the intention of the Company to have
the Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
ARTICLE II
DEFINITIONS
2.01 "Board" shall mean the Board of Directors of the Company.
2.02 "Compensation" shall mean the gross cash compensation (including,
wage, salary and overtime earnings) paid by the Company or any Eligible
Subsidiary Company to a participant in accordance with the terms of employment,
but excluding all bonus payments, expense allowances and compensation paid in a
form other than cash.
2.03 "Committee" shall mean the individuals described in Article XI.
2.04 "Eligible Subsidiary Company" shall mean each Subsidiary Company the
employees of which are entitled to participate in the Plan, as listed or
referred to on Schedule 2.03 hereto.
2.05 "Employee" shall mean any person employed by the Company or any
Eligible Subsidiary Company, including any full-time, part-time or temporary
employee.
2.06 "Fair Market Value" shall mean as of any date, the value of Common
Stock of the Company determined as follows:
(a) If the Common Stock is listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market
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trading day on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable;
(b) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean of the closing bid and asked prices for the Common Stock on the date of
such determination, as reported in The Wall Street Journal or such other source
as the Board deems reliable; or
(c) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the Board.
2.07 "Plan Representative" shall mean any person designated from time to
time by the Committee to receive certain notices and take certain other
administrative actions relating to participation in the Plan.
2.08 "Subsidiary Company" shall mean any present or future corporation
which (i) is or becomes a "Subsidiary Company" of the Company as that term is
defined in Section 424 of the Code and (ii) is designated as a participant in
the Plan by the Committee.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility. Each Employee who shall have completed three
consecutive months of employment with the Company or any corporation or entity
acquired by the Company or any Eligible Subsidiary Company and shall be employed
by the Company or any Eligible Subsidiary Company on the date his or her
participation in the Plan is to become effective shall be eligible to
participate in Offerings (as defined below) under the Plan which commence after
such three-month period has concluded. Persons who are not Employees shall not
be eligible to participate in the Plan.
3.02 Restrictions on Participation. Notwithstanding any provision of the
Plan to the contrary, no Employee shall be granted an option to purchase shares
of Common Stock under the Plan:
(a) if, immediately after the grant, such Employee would own stock
and/or hold outstanding options to purchase stock possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company (for
purposes of this paragraph, the rules of Section 424(d) of the Code shall apply
in determining stock ownership of any Employee); or
(b) which permits such Employee's rights to purchase stock under all
employee stock purchase plans (as that term is defined in Section 423(b) of the
Code) of the Company to accrue at a rate which exceeds $25,000 of fair market
value of the stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.
3.03 Commencement of Participation. An eligible Employee may become a
participant by completing an authorization for payroll deductions on the form
provided by the Company and filing the completed form with the Plan
Representative on or before the filing date set therefor by the Committee, which
date shall be prior to the Offering Commencement Date for the next following
Offering (as such
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terms are defined below), unless a later time for submission of the form is set
by the Committee for all eligible Employees with respect to a given Offering
Period. Payroll deductions for a participant shall commence on the next
following Offering Commencement Date after the Employee's authorization for
payroll deductions becomes effective and shall continue until termination of the
Plan or the participant's earlier termination of participation in the Plan. Each
participant in the Plan shall be deemed to continue participation until
termination of the Plan or such participant's earlier termination of
participation in the Plan pursuant to Article VIII below.
ARTICLE IV
STOCK SUBJECT TO THE PLAN AND OFFERINGS
4.01 Stock Subject to the Plan. Subject to the provisions of Section 12.04
of the Plan, the Board shall reserve initially for issuance under the Plan an
aggregate of five hundred thousand (500,000) shares of the Company's common
stock (the "Common Stock"), which shares shall be authorized but unissued shares
of Common Stock. If, on a given Offering Termination Date, the number of shares
with respect to which options are to be exercised exceeds the number of shares
then available under the Plan, the Committee shall make a pro rata allocation of
the shares remaining available for purchase in as uniform manner as shall be
practicable and as it shall determine to be equitable. The Board may from time
to time reserve additional shares of authorized and unissued Common Stock for
issuance pursuant to the Plan; provided, however, that at no time shall the
number of shares of Common Stock reserved be greater than permitted by
applicable law.
4.02 Offerings. The Plan shall be implemented by a series of Offerings of
the Company's Common Stock (the "Offerings") of three (3) months duration, with
new Offerings commencing on or about January 1, April 1, July 1 and October 1 of
each year (or at such other dates as the Committee shall determine). The first
day of each Offering shall be deemed the "Offering Commencement Date" and the
last day the "Offering Termination Date" for such Offering. The first Offering
will be for the period commencing July 1, 2001 and ending September 30, 2001.
The Committee shall have the power to change the duration and/or the frequency
of future Offerings without stockholder approval if such change is announced at
least five (5) days prior to the beginning of the first Offering to be affected
and the duration of such Offering does not exceed twenty-seven (27) months. Each
Offering shall be in such form and shall contain such terms and conditions as
the Committee shall deem appropriate, which shall comply with the requirements
of Section 423(b)(5) of the Code that all Employees granted options to purchase
shares of Common Stock under the Plan shall have the same rights and privileges.
The Plan shall continue until terminated in accordance with Section 12.05.
ARTICLE V
PAYROLL DEDUCTIONS
5.01 Amount of Deduction. The form described in Section 3.03 will permit a
participant to elect payroll deductions to occur during each Offering in an
amount determined by the participant, provided that such amount may be limited
in order to comply with the requirements of Section 3.02(b).
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5.02 Participant's Account. All payroll deductions made for a participant
shall be credited to an account established for such participant under the Plan.
A participant may not make any separate cash payment into such account.
5.03 Changes in Payroll Deductions. A participant may reduce or increase
future payroll deductions by filing with the Plan Representative a form provided
by the Company for such purpose. The effective date of any increase or reduction
in future payroll deductions will be the first day of the next pay period
succeeding processing of the change form. A participant's payroll deduction
election shall remain in effect for successive Offerings unless terminated as
provided in Section 8.01.
ARTICLE VI
GRANTING OF OPTION
6.01 Number of Option Shares. On or prior to the Offering Commencement
Date, the Committee shall specify a maximum number of shares of Common Stock
that may be purchased by each participant during the Offering, subject to any
adjustment pursuant to Section 12.04 and the limitations of Section 3.02(b) and
4.01. For the Offering commencing July 1, 2001, the maximum number of shares
which may be purchased by each participant shall not exceed 3000 shares.
6.02 Offering Price. The option price of Common Stock purchased with
payroll deductions made during any Offering (the "Offering Price") for a
participant therein shall be the lesser of:
(a) 85% of the Fair Market Value of the shares of Common Stock on the
Offering Commencement Date, or
(b) 85% of the Fair Market Value of the shares of Common Stock on the
Offering Termination Date.
ARTICLE VII
EXERCISE OF OPTION
7.01 Automatic Exercise. Each Plan participant's option for the purchase of
stock with payroll deductions made during any Offering will be deemed to have
been exercised automatically on the applicable Offering Termination Date for the
purchase of the number of shares of Common Stock which the accumulated payroll
deductions in the participant's account at the time will purchase at the
applicable Offering Price (but not in excess of the number of shares for which
outstanding options have been granted to the participant pursuant to Section
6.01).
7.02 Withdrawal of Account. No participant in the Plan shall be entitled to
withdraw any amount from the accumulated payroll deductions in his or her
account; provided, however, that a participant's accumulated payroll deductions
shall be refunded to the participant as and to the extent specified in Section
8.01 below upon termination of such participant's participation in the Plan.
7.03 Fractional Shares. Fractional shares of Common Stock may be issued
under the Plan.
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7.04 Exercise of Options. During a participant's lifetime, options held by
such participant shall be exercisable only by such participant.
7.05 Delivery of Stock. As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each participant
in such Offering, as appropriate, the shares of Common Stock purchased therein
upon exercise of such participant's option. The Company may deliver such shares
in certificated or book entry form, at the Company's sole election.
7.06 Stock Transfer Restrictions. The Plan is intended to satisfy the
requirements of Section 423 of the Code. A participant will not obtain the
benefits of this provision if such participant disposes of shares of Common
Stock acquired pursuant to the Plan within two (2) years from the Offering
Commencement Date or within one (1) year from the date such Common Stock is
purchased by the participant, whichever is later.
ARTICLE VIII
WITHDRAWAL
8.01 In General. A participant may stop participating in the Plan at any
time by giving written notice to the Plan Representative. Upon processing of any
such written notice, no further payroll deductions will be made from the
participant's Compensation during such Offering or thereafter, unless and until
such participant elects to resume participation in the Plan by providing written
notice to the Plan Representative pursuant to Section 3.03 above. Such
participant's payroll deductions accumulated prior to processing of such notice
shall be applied toward purchasing shares of Common Stock in the then-current
Offering as provided in Section 7.01 above. Any cash balance remaining after the
purchase of shares in such Offering shall be refunded promptly to such
participant.
8.02 Effect on Subsequent Participation. A participant's withdrawal from
any Offering will not have any effect upon such participant's eligibility to
participate in any succeeding Offering or in any similar plan which may
hereafter be adopted by the Company and for which such participant is otherwise
eligible.
8.03 Termination of Employment. Upon termination of a participant's
employment with the Company or any Eligible Subsidiary Company (as the case may
be) for any reason, including retirement or death, the participant's payroll
deductions accumulated prior to such termination, if any, shall be applied
toward purchasing shares of Common Stock in the then-current Offering, and any
cash balance remaining after the purchase of shares in such Offering shall be
refunded to him or her, or, in the case of his or her death, to the person or
persons entitled thereto under Section 12.01, and his or her participation in
the Plan shall be deemed to be terminated.
ARTICLE IX
INTEREST
9.01 Payment of Interest. No interest will be paid or allowed on any money
paid into the Plan or credited to the account of or distributed to any
participant Employee.
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ARTICLE X
STOCK
10.01 Participant's Interest in Option Stock. No participant will have any
interest in shares of Common Stock covered by any option held by such
participant until such option has been exercised as provided in Section 7.01
above.
10.02 Registration of Stock. Shares of Common Stock purchased by a
participant under the Plan will be registered in the name of the participant,
or, if the participant so directs by written notice to the Plan Representative
prior to the Offering Termination Date applicable thereto, in the names of the
participant and one such other person as may be designated by the participant,
as joint tenants with rights of survivorship or as tenants by the entireties, to
the extent permitted by applicable law.
10.03 Restrictions on Exercise. The Committee may, in its discretion,
require as conditions to the exercise of any option that the shares of Common
Stock reserved for issuance upon the exercise of such option shall have been
duly listed, upon official notice of issuance, upon a stock exchange or market,
and that either:
(a) a registration statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or
(b) the participant shall have represented at the time of purchase,
in form and substance satisfactory to the Company, that it is his or her
intention to purchase the shares for investment and not for resale or
distribution.
ARTICLE XI
ADMINISTRATION
11.01 Appointment of Committee. The Board shall appoint a committee (the
"Committee") to administer the Plan, which shall consist solely of no fewer than
three "non-employee directors" (as defined in Rule 16b-3(a)(3) promulgated under
the Securities Act of 1933, as amended).
11.02 Authority of Committee. Subject to the express provisions of the
Plan, the Committee shall have plenary authority in its discretion to interpret
and construe any and all provision of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. The Committee's determination
of the foregoing matters shall be conclusive. Without regard to whether any
participant rights may be considered to have been "adversely affected," the
Committee shall be entitled to limit the frequency and/or number of changes in
the amount withheld during an Offering, establish the exchange ratio applicable
to amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant's
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Compensation, and establish such other limitations or procedures as the
Committee determines in its sole discretion advisable that are consistent with
the Plan.
11.03 Rules Governing the Administration of the Committee. The Board may
from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused,
in the Committee. The Committee may select one of its members as its chairman,
shall hold its meetings at such times and places as it shall deem advisable, and
may hold telephonic meetings. All determinations of the Committee shall be made
by a majority of its members. A decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.
ARTICLE XII
MISCELLANEOUS
12.01 Designation of Beneficiary. A participant may file with the Plan
Representative a written designation of a beneficiary who is to receive any
shares of Common Stock and/or cash under the Plan upon the participant's death.
Such designation of beneficiary may be changed by the participant at any time by
written notice to the Plan Representative. Upon the death of a participant and
receipt by the Company of proof of identity and existence at the participant's
death of a beneficiary validly designated by the participant under the Plan, and
subject to Article VIII above concerning withdrawal from the Plan, the Company
shall deliver such shares of Common Stock and/or cash to such beneficiary. In
the event of the death of a participant lacking a beneficiary validly designated
under the Plan who is living at the time of such participant's death, the
Company shall deliver such shares of Common Stock and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares of Common Stock and/or cash to the
spouse or to any one or more dependents of the participant, in each case without
any further liability of the Company whatsoever under or relating to the Plan.
No beneficiary shall, prior to the death of the participant by whom he or she
has been designated, acquire any interest in the shares of Common Stock and/or
cash credited to the participant under the Plan.
12.02 Transferability. Neither payroll deductions credited to any
participant's account nor any option or rights with regard to the exercise of an
option or to receive Common Stock under the Plan may be assigned, transferred,
pledged, or otherwise disposed of in any way by the participant other than by
will or the laws of descent and distribution. Any such attempted assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may, in its discretion, treat such act as an election to withdraw from
participation in the Plan in accordance with Section 8.01.
12.03 Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose. The Company
shall not be obligated to segregate such payroll deductions.
12.04 Adjustment Upon Changes in Capitalization.
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(a) If, while any options are outstanding under the Plan, the
outstanding shares of Common Stock of the Company have increased, decreased,
changed into, or been exchanged for a different number or kind of shares or
securities of the Company through any reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in the
number and/or kind of shares which are subject to purchase under outstanding
options and in the Offering Price or Prices applicable to such outstanding
options. In addition, in any such event, the number and/or kind of shares which
may be offered in the Offerings described in Article IV hereof shall also be
proportionately adjusted. No such adjustments shall be made for or in respect of
stock dividends. For purposes of this paragraph, any distribution of shares of
Common Stock to shareholders in an amount aggregating 20% or more of the
outstanding shares of Common Stock shall be deemed a stock split, and any
distribution of shares aggregating less than 20% of the outstanding shares of
Common Stock shall be deemed a stock dividend.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or capital stock of the
Company to another corporation, the holder of each option then outstanding under
the Plan will thereafter be entitled to receive at the next Offering Termination
Date, upon the exercise of such option, for each share as to which such option
shall be exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one share of the Common Stock was
entitled to receive upon and at the time of such transaction. The Board shall
take such steps in connection with such transactions as the Board shall deem
necessary to assure that the provisions of this Section 12.04 shall thereafter
be applicable, as nearly as reasonably may be determined, in relation to the
said cash, securities and/or property as to which each such holder of any such
option might hereafter be entitled to receive.
12.05 Amendment and Termination.
(a) The Board may at any time and for any reason terminate or amend
the Plan. Except as provided in Section 12.04, no such termination can affect
options previously granted, provided that an Offering may be terminated by the
Board on any Offering Termination Date if the Board determinates that the
termination of the Offering or the Plan is in the best interests of the Company
and its stockholders. Except as provided in Section 12.04 and this Section
12.05, no amendment may make any change in any option theretofore granted that
adversely affects the rights of any participant. To the extent necessary to
comply with Section 423 of the Code (or any other applicable law, regulation or
stock exchange rule), the Company shall obtain shareholder approval in such a
manner and to such a degree as required.
(b) In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:
(i) altering the Offering Price for any Offering, including an
Offering underway at the time of the change in the Offering;
(ii) shortening any Offering so that Offering ends on a new
Offering Termination Date, including an Offering underway at the time of the
Board action; and
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(iii) allocating shares.
Such modifications or amendments shall not require stockholder approval or
the consent of any participants.
12.06 Effective Date. The Plan shall become effective as of June 1, 2001,
subject to approval by the holders of a majority of the shares of Common Stock
present and represented at any special or annual meeting of the shareholders of
the Company duly held within 12 months after adoption of the Plan. If the Plan
is not so approved, the Plan shall not become effective.
12.07 No Employment Rights. The Plan does not, directly or indirectly,
create in any person any right with respect to continuation of employment by the
Company or any Subsidiary Company, and it shall not be deemed to interfere in
any way with the Company's or any Subsidiary Company's right to terminate, or
otherwise modify, any employee's employment at any time.
12.08 Effect of Plan. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of each
Employee participating in the Plan, including, without limitation, such
Employee's estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.
12.09 Governing Law. The law of the State of Delaware will govern all
matters relating to this Plan except to the extent superseded by the federal
laws of the United States.
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Schedule 2.03 to
Euronet Worldwide, Inc. Employee Stock Purchase Plan
Eligible Subsidiary Companies
1 Euronet USA Inc.