exv10w1



 





EXHIBIT 10.1




EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) is made effective as of April 4, 2007 (the
“Effective Date”) by and between Euronet Worldwide, Inc., a Delaware corporation (“Employer”), and
Mr. Juan C. Bianchi, a permanent resident of the U.S. (“Employee”).



RECITALS




     WHEREAS, Employee and Employer wish to confirm the terms of an employment relationship between
them.



     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 7 or 8 of this Agreement.



     2. Service. Employee shall serve as Executive Vice President of the Employer,
responsible for the overall management and operation of the Employer’s subsidiary, Ria Envia, Inc.,
and shall perform services and serve in such other positions as requested by Employer’s Board of
Directors (the “Board”) or Chief Executive 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 $300,000 in installments
in accordance with Employer’s general payroll practices (as amended from time to time, “Base
Salary”).




          (b) Other Compensation.





	 	(i)	 	Employee will be awarded restricted stock of Employer with an aggregate value of $6,500,000 at the first meeting of the Compensation Committee following the Effective Date. The number of shares of restricted stock awarded shall be equal to $6,500,000 divided by the closing stock price on the date of the award (the “Award Date.”
The overall restricted stock shall vest in accordance with the conditions set forth in Schedule A.




 









 












	 	(ii)	 	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.
	 
	 	(iii)	 	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.





     4. Other Benefits. During the Term, Employee shall be entitled to annual vacation of
twenty (20) days, provided however that Employee may not use more than ten (10) consecutive
vacation days at one time and that Employee may accrue no more than five (5) days of unused
vacation from year to year.



     5. 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.



     6. 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 twelve (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 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, methods of operation, results of analysis, business forecasts,




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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.





	 	(i)	 	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.
	 
	 	(ii)	 	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.





          (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 solicit any person to leave the employ of
Employer, if such person was employed by Employer at any time during the twelve (12) month period
preceding the relevant communication.




          (e) Covenant Not to Compete.





	 	(i)	 	During the Term and for any Severance Period
under this Agreement, 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)	 	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.
	 
	 	(iii)	 	For purposes of this Agreement, without limiting the provisions of Section 6(e)(i), 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
consumer to consumer money transfer services, prepaid card services or electronic financial transactions services. The provisions of this
Section 6(e) shall apply in any location in which Employer has established, or to the Employee’s knowledge, is in the process of
establishing, a subsidiary.





          (f) Employee Acknowledgment. Employee hereby agrees and acknowledges that the
restrictions imposed upon him by the provisions of this Section 6 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 6 as unenforceable or void, the provisions
of this Section 6 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) Specific Performance. Employee agrees that if he breaches any of the provisions
of this Section 6, 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 6 to any person, including future employers of
Employee.




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     7. Termination.



          (a) Termination by Employer for Cause. Subject to the last sentence of this Section
7(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:





	 	(i)	 	payment of any unpaid portion of Employee’s Base Salary through the effective date of such termination;
	 
	 	(ii)	 	reimbursement for any outstanding reasonable business expense he has incurred in performing Employee’s duties hereunder
	 
	 	(iii)	 	the right to elect continuation coverage of insurance benefits to the extent required by law; and
	 
	 	(iv)	 	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 of termination), and any other rights, as required by the terms of any employee benefit plan or program of
Employer;




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 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; and (5) Employee’s gross negligence or gross misconduct in the
performance of Employee’s assigned duties for Employer provided, however, that should the Employer
seek to terminate Employee’s employment for Cause pursuant to numbers (3), (4), or (5), herein,
then the Employer shall first provide Employee with thirty (30) calendar days notice of such
deficiency and allow Employee to attempt to cure the alleged deficiency during that thirty (30) day
time period. Only upon expiration of the thirty (30) day time period, if the Employer believes
that Employee has not sufficiently cured the alleged deficiency, may the Employer issue the notice
of termination for Cause (upon the fourteen (14) day written notice described above).
Notwithstanding the provisions of this Section 7(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.




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          (b) Termination by Employer Without Cause or Termination by Employee for any Reason.
At any time before a Change of Control, Employer may terminate Employee’s employment without Cause,
by giving written notice of termination and Employee may terminate Employee’s employment for any
reason. Employee’s employment will also be terminated upon the death or disability of Employee, as
set forth below.





     (i) If Employee’s employment is terminated by Employer without Cause, Employee shall be
entitled to receive from Employer the following:




     (A) severance benefits including:




(1) payment of the then current Base Salary for a Severance
Period of twenty-four (24) months, in accordance with
Employer’s regular salary payment practices, and




(2) continuation of the vesting of any of the restricted
stock identified as “Time Vest Restricted Stock” and
“Performance Vest Restricted Stock – Tranche A” on Schedule
A, through the full twenty-four (24) month Severance Period.
Employee shall be considered to be an Employee of the
Employer during the entire Severance Period, and shall abide
by the Covenant Not to Compete of Section 6(e) of this
Agreement.




     (B) reimbursement for any outstanding reasonable business expense
Employee has incurred in performing his duties hereunder during the Term;




     (C) payment of any accrued but unpaid benefits up to and including the
effective date of the termination of employment (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;




     (D) the right to elect continuation coverage of insurance benefits to
the extent required by law; and




     (E) payment of COBRA premiums for medical benefits for a period of the
24-month Severance Period and for six (6) months following termination of
the Severance Period, if Employee timely elects to continue those benefits
under COBRA.


For purposes of this Agreement, termination “without Cause” shall mean involuntary termination of
employment, at the direction of Employer, in the absence of “Cause” as defined above.




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          (ii) Subject to the provisions of Section 8, Employee may terminate this Agreement at any time
for any reason by giving thirty (30) days’ written notice to Employer. If Employee terminates his
employment, he shall be entitled to:





(A) severance benefits including:




(1) payment of the then current Base Salary for a Severance Period
of twenty-four (24) months, in accordance with Employer’s regular
salary payment practices, and




(2) continuation of the vesting of the restricted stock identified
as “Time Vest Restricted Stock on the attached Schedule A through the
full twenty-four (24) month Severance Period. Employee shall be
considered to be an Employee of the Employer during the entire
Severance Period, and shall abide by the Covenant Not to Compete of
Section 6(e) of this Agreement.




(B) reimbursement for any outstanding reasonable business expense Employee
has incurred in performing his duties hereunder during the Term.




(C) the right to elect continuation coverage of insurance benefits to the
extent required by law; and




(D) payment of any accrued but unpaid benefits up to and including the
effective date of termination of employment (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.



          (c) Termination Due to Death. Employee’s employment and this Agreement shall
terminate immediately upon Employee’s death. If Employee’s employment is terminated because of
Employee’s death, Employee’s estate or Employee’s beneficiaries, as the case may be, shall be
entitled to:





	 	(i)	 	payment of any unpaid portion of Employee’s then current Base
Salary through the effective date of such termination;
	 
	 	(ii)	 	reimbursement for any outstanding reasonable business expense
Employee incurred in performing Employee’s duties hereunder;
	 
	 	(iii)	 	the right to elect continuation coverage of insurance benefits
to the extent required by law;




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	 	(iv)	 	any pension survivor benefits that may become due pursuant to
any employee benefit plan or program of Employer, and
	 
	 	(v)	 	payment of any accrued but unpaid benefits and any other
rights, and vesting of any outstanding stock options as provided by the terms
of any employee benefit plan or program of Employer.





          (d) Termination Due to Disability. Employer may terminate Employee’s employment at
any time if Employee becomes disabled, upon written notice by Employer to Employee. If Employee’s
employment is terminated because of Employee’s disability, he shall be entitled to:





	 	(i)	 	payment of a lump-sum disability benefit equal to twelve (12)
months’ then current Base Salary;
	 
	 	(ii)	 	continuation of the vesting of any outstanding stock options
and continuation of Employee’s rights to exercise any outstanding stock
options, through the effective date of such termination and for a period of
twelve (12) months following such termination.
	 
	 	(iii)	 	reimbursement for any outstanding reasonable business expense
he has incurred in performing Employee’s duties hereunder;
	 
	 	(iv)	 	the right to elect continuation coverage of insurance benefits
to the extent required by law; and
	 
	 	(iv)	 	payment of any accrued but unpaid benefits and any other
rights, and vesting of any outstanding stock options, as provided by the terms
of any employee benefit plan or program of Employer.




“Disability,” as used in this paragraph, means a physical or mental illness, injury, or condition
that (a) prevents, as certified by a physician, Employee from performing one or more of the
essential functions of Employee’s position, for at least 120 consecutive calendar days or for at
least 150 calendar days, whether or not consecutive, in any 365 calendar day period, and (b) which
cannot be accommodated with a reasonable accommodation, without undue hardship on Employer, as
specified in the Americans with Disabilities Act.




          (g) Payments Terminated. If the Board of Employer has determined in good faith that
the Employee has failed to comply with the requirements of the Confidentiality, Non-Solicitation
and Non-Competition provisions referenced in Section 6 hereof at any time following any
termination, other than a termination without Cause under Section 7 or 8, or a termination
following or in anticipation of a Change of Control, then Employer may cease payment of and/or
cease the provision of any benefits under this Agreement, provided however that should Employee
seek to adjudicate the Board’s determination of Employee’s failure to comply, then upon a final
adjudication in Employee’s favor, Employer shall immediately pay, in lump sum, all such

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obligations and provide all such benefits to Employee, along with any other damages to which Employee is
entitled by law or in accordance with Section 10, below.




          (h) Cash in Lieu of Benefits. If any benefit plan pursuant to which Employee is
entitled to receive benefits pursuant to this Section 7 shall by its terms not permit participation
by Employee following a Termination, then Employer shall pay to Employee at the time such benefits
would have been paid the value thereof in cash.




     8. Continuation of Employment Upon Change of Control.



          (a) Continuation of Employment. Subject to the terms and conditions of this Section
8, in the event of a Change of Control of Employer (as defined in Section 8(d)) at any time during
Employee’s employment hereunder, Employee will remain in the employ of Employer for a period of an
additional three (3) years from the date of such Change of Control (the “Control Change Date”).
Employer shall, for the three (3) year period (the “Three-Year Period”) immediately following the
Control Change Date, continue to employ Employee at not less than the capacity Employee held
immediately prior to the Change of Control. During the Three-Year Period, Employer shall continue
to pay Employee salary on the same basis, at the same intervals and at a rate not less than, that
paid to Employee at the Control Change Date. Any termination of employment by the Employer
following a Control Change Date shall be governed by this Section 8 rather than the provisions of
Section 7(a) or 7(b).




          (b) Benefits. During the Three Year Period, Employee shall be entitled to
participate, on the basis of his Employee position, in each of the following plans (together, the
“Specified Benefits”) in existence, and in accordance with the terms thereof, at the Control Change
Date:





	 	(i)	 	any incentive compensation plans;
	 
	 	(ii)	 	any benefit plan and trust fund associated therewith, related
to (A) life, health, dental, disability, or accidental death and dismemberment
insurance, (B) employee stock ownership (such as under the Employer’s ESPP and
other stock option plans); and
	 
	 	(iii)	 	any other benefit plans hereafter made generally available to
Employees at Employee’s level or to the employees of Employer generally.




In addition, all outstanding options held by Employee under any stock option plan of Employer or
its affiliates shall become immediately vested on the Control Change Date.




          (c) Payment. Employee shall receive payment of any amounts to which he is entitled
within five business days of the Control Change Date.




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          (d) Definition of Change of Control. For purposes of this Section, a “Change of
Control” shall be considered to have occurred if (i) the stockholders of Employer have approved a
merger, consolidation or dissolution of Employer or a sale, lease, exchange or disposition of all
or substantially all of Employer’s assets and such transaction has been closed; (ii) less than 75%
of the members of the Board shall be individuals who were members of the Board on the Effective
Date or whose election or nomination was approved by a vote of at least 75% of the members of the
Board then still in office who were either members of the Board on the Effective Date or whose
election or nomination was so approved; or (iii) any “person” (as such term is used in Sections
13(d) and 14(d) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) shall have become
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of
securities of Employer representing 40% or more (calculated in accordance with Rule 13d-3) of the
aggregate voting power of Employer’s then outstanding voting securities.




          (e) Notwithstanding any other provision of this Section 8, at any time after the Control
Change Date, Employer may terminate the employment of Employee without Cause (the “Termination”),
but within five days of the Termination, it shall pay to Employee his full Base Salary through the
Termination, to the extent not theretofore paid, plus a lump sum amount (the “Special Severance
Payment”) equal to the product (discounted to the then present value on the basis of a rate of 7.5%
per annum) of his annual Base Salary specified in Section 3 hereof multiplied by the number of
years and any portion thereof remaining in the Three-Year Period (or if the remaining term in the
Three-Year Period after the Termination is less than two years, for two years — the “Extended
Period”). Specified Benefits to which Employee was entitled immediately prior to Termination shall
continue until the end of the Three Year Period (or the Extended Period, if applicable); provided
that: (i) if any plan pursuant to which Specified Benefits are provided immediately prior to
Termination would not permit continued participation by Employee after Termination, then Employer
shall pay to Employee within five days after Termination a lump sum payment equal to the amount of
Specified Benefits Employee would have received if Employee had been fully vested an a continuing
participant in such plan to the end of the Three-Year Period or the Extended Period, if applicable;
and (ii) if Employee obtains new employment following Termination, then following any waiting
period applicable to participation in any plan of the new employer, Employee shall continue to be
entitled to receive benefits pursuant to this sentence only to the extent such benefits would
exceed those available to Employee under comparable plans of the Employee’s new employer (but
Employee shall not be required to repay any amounts then already received by him).




          (f) Resignation following a Change of Control. In the event of a Change of Control of
Employer, thereafter, for “good reason” (as defined below), Employee may, at any time during the
Three Year Period, in his sole discretion, on not less than thirty (30) days’ written notice and
effective at the end of such notice period, resign his employment with Employer (the
“Resignation”). Within five days of such a Resignation, Employer shall pay to Employee his full
Base Salary through the effective date of such Resignation, to the extent not theretofore paid,
plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first
sentence of Section 8(e), except that for purposes of such computation all references to
“Termination” shall be deemed to be references to “Resignation”). Upon

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Resignation of Employee, Specified Benefits to which Employee was entitled immediately prior
to Resignation shall continue on the same terms and conditions as provided in Section 8(e) in the
case of Termination (including equivalent payments provided for therein). For purposes of this
Agreement, “good reason” shall mean the occurrence of one of the following occurrences: (i) a
significant diminution in the nature or scope of Employee’s authority, title, responsibilities or
duties, unless Employee is given new authority or duties that are substantially comparable to
Employee’s previous authority or duties; (ii) a reduction in Employee’s then-current Base Salary,
or a significant reduction in Employee’s opportunities for earnings, or the termination or
significant reduction of any Employee benefit or perquisite enjoyed by him; (iii) a change in
Employee’s place of employment such that Employee is required to work more than fifty (50) miles
from Employee’s then current place of employment; (iv) the failure of Employer to obtain an
assumption in writing of its obligation to perform this Agreement by any successor to all or
substantially all of the assets of Employer within forty-five (45) days after a merger,
consolidation, sale or similar transaction; or (v) any material breach of this Agreement by
Employer, provided however that to the extent Employee believes that Employer has engaged in a
material breach of this Agreement, Employee shall provide Employer with ten (10) calendar days
notice of such material breach and allow Employer to attempt to cure the alleged breach during that
ten (10) day time period. Only upon expiration of the ten (10) day time period, if Employee
believes that Employer has not sufficiently cured the alleged breach may Employee issue the notice
of Resignation for “good reason” described above).




          (g) Mitigation and Expenses.




               (i) Other Employment. After the Control Change Date, Employee shall not be required
to mitigate the amount of any payment provided for in this Agreement by seeking other employment or
otherwise and except as expressly set forth herein no such other employment, if obtained, or
compensation or benefits payable in connection therewith shall reduce any amounts or benefits to
which Employee is entitled hereunder.



               (ii) Expenses. If any dispute should arise under this Agreement after the Control
Change Date involving an effort by Employee to protect, enforce or secure rights or benefits
claimed by Employee hereunder, Employer shall pay (promptly upon demand by Employee accompanied by
reasonable evidence of incurrence) all reasonable expenses (including attorney’s fees) incurred by
Employee in connection with such dispute, without regard to whether Employee prevails in such
dispute except that Employee shall repay Employer any amounts so received if a court having
jurisdiction shall make a final, non-appealable determination that Employee acted frivolously or in
bad faith by such dispute



          (h) Successors in Interest. The rights and obligations of Employer and Employee under
this Section 8 shall inure to the benefit of and be binding in each and every respect upon the
direct and indirect successors and assigns of Employer and Employee, regardless of the manner in
which such successors or assigns shall succeed to the interest of Employer or Employee hereunder
and this Section 8 shall not be terminated by the voluntary or involuntary dissolution of Employer
or any merger or consolidation or acquisition involving

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Employer, or upon any transfer of all or substantially all of Employer’s assets, or terminated
otherwise than in accordance with its terms. In the event of any such merger or consolidation or
transfer of assets, the provision of this Section 8 shall be binding upon and shall inure to the
benefit of the surviving corporation or the corporation or other person to which such assets shall
be transferred.




     9. Deductions and Withholding. Employee agrees that Employer may withhold from any
and all payments required to be made by Employer to Employee under this Agreement all taxes or
other amounts that Employer is required by law to withhold in accordance with applicable laws or
regulations from time to time in effect.



     10. Arbitration. Whenever a dispute arises between the Parties concerning this
Agreement or any of the obligations hereunder, or Employee’s employment generally, Employer and
Employee shall use their best efforts to resolve the dispute by mutual agreement. If any dispute
cannot be resolved by Employer and Employee, it shall be submitted to arbitration in Kansas City,
Missouri, to the exclusion of all other avenues of relief and adjudicated pursuant to the American
Arbitration Association’s Rules for Employment Dispute Resolution then in effect. The decision of
the arbitrator must be in writing and shall be final and binding on the Parties, and judgment may
be entered on the arbitrator’s award in any court having jurisdiction thereof. The expenses of the
arbitration shall be borne by the losing Party to the arbitration and the prevailing Party shall be
entitled to recover from the losing Party all of its or Employee’s own costs and attorney’s fees
with respect to the arbitration (except as set forth in Section 8(g)(ii), above. Nothing in this
Section 10 shall be construed to derogate Employer’s rights to seek legal and equitable relief in a
court of competent jurisdiction as contemplated by Section 6(h).



     11. Non-Waiver. It is understood and agreed that one Party’s failure at any time to
require the performance by the other Party of any of the terms, provisions, covenants or conditions
hereof shall in no way affect the first Party’s right thereafter to enforce the same, nor shall the
waiver by either Party of the breach of any term, provision, covenant or condition hereof be taken
or held to be a waiver of any succeeding breach.



     12. Severability. If any provision of this Agreement conflicts with the law under
which this Agreement is to be construed, or if any such provision is held invalid or unenforceable
by a court of competent jurisdiction or any arbitrator, such provision shall be deleted from this
Agreement and the Agreement shall be construed to give full effect to the remaining provisions
thereof.



     13. Survivability. Unless otherwise provided herein, upon termination or expiration
of the Term, the provisions of Sections 6 through 18 hereof shall nevertheless remain in full force
and effect but shall under no circumstances extend the Term of this Agreement (or the Employee’s
right to accrue additional benefits beyond the expiration of the Term as determined in accordance
with Section 1 but without regard to this Section)..



     14. Governing Law. This Agreement shall be interpreted, construed and governed



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according to the laws of the State of Delaware without regard to the conflict of law provisions
thereof.



     15. Construction. The Section headings and captions contained in this Agreement are
for convenience only and shall not be construed to define, limit or affect the scope or meaning of
the provisions hereof. All references herein to Sections shall be deemed to refer to numbered
sections of this Agreement.



     16. Entire Agreement. This Agreement contains and represents the entire agreement of
Employer and Employee and supersedes all prior agreements, representations or understandings, oral
or written, express or implied with respect to the subject matter hereof. This Agreement may not
be modified or amended in any way unless in a writing signed by each of Employer and Employee. No
representation, promise or inducement has been made by either Employer or Employee that is not
embodied in this Agreement, and neither Employer nor Employee shall be bound by or liable for any
alleged representation, promise or inducement not specifically set forth herein.



     17. Assignability. Neither this Agreement nor any rights or obligations of Employer
or Employee hereunder may be assigned by Employer or Employee without the other Party’s prior
written consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of Employer and Employee and their heirs, successors and assigns.



     18. Notices. All notices required or permitted hereunder shall be in writing and
shall be deemed properly given if delivered personally or sent by certified or registered mail,
postage prepaid, return receipt requested, or sent by telegram, telex, telecopy or similar form of
telecommunication, and shall be deemed to have been given when received. Any such notice or
communication shall be addressed:



	 	 	 	 	 
	 

	 	if to Employer, to
	 	Euronet Worldwide, Inc.
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	4601 College Boulevard, Ste. 300
	 

	 	 	 	Leawood, Kansas 66211
	 

	 	if to Employee, to
	 	Juan C. Bianchi





or to such other address as Employer or Employee shall have furnished to the other in writing.




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     IN WITNESS WHEREOF, the Parties have duly executed this Agreement, to be effective as of the
date first above written.



	 	 	 	 	 
	 

	 	Euronet Worldwide, Inc.	 	 
	/s/ Juan C. Bianchi 

	 	a Delaware Corporation	 	 
	 

Juan C. Bianchi

	 	 	 	 
	 
	 	 	 	 
	 
	 	/s/ Michael J. Brown
 	 	 
	 

	 	
 

By: Michael J. Brown
	 	 
	 	 	Its: Chairman and Chief Executive Officer






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Schedule A




Vesting Schedule



The restricted stock referred to in Section 3(b)(i) shall vest as follows:




Time Vest Restricted Stock :



Restricted stock with an aggregate value of $1,500,000 will be subject to time-based vesting over 5
years (“Time Vest Restricted Stock”). Each year, on the anniversary of the date on which the
restricted stock was awarded (each such date, a “Annual Vest Date,”) 20% of the shares awarded
shall vest to the Employee, provided he shall have remained in continuous employment with Employer
until such Annual Vest Date (including but not limited to the duration of the Term and the duration
of the Severance Period).




Performance Vest Restricted Stock – Tranche A:



Restricted stock with an aggregate value of $1,500,000 will be subject to performance based vesting
over 5 years (“Performance Vest Restricted Stock – Tranche A”) as follows: Each year, on the
anniversary of the date on which the restricted stock was awarded (each such date, a “Annual Vest
Date”) 20% of the shares awarded shall vest to the Employee, provided that (i) he shall have
remained in continuous employment with Employer until such Annual Vest Date (including but not
limited to the duration of the Term and the duration of the Severance Period) and (ii) EBITDA of
Ria Envia, Inc., as determined in the next paragraph, shall have increased 10% or more during the
12 month calendar period closed prior to each Annual Vest Date, as compared with the previous
year’s EBITDA.



EBITDA shall be determined exclusive of intercompany profits and in United States dollars. For the
avoidance of doubt, EBITDA represents “Operating Income” of Ria Envia Inc. and its consolidated
subsidiaries as disclosed in Employer’s financial statements filed with the Securities and Exchange
Commission (excluding the impact of acquisitions closed after April 5, , 2007, intercompany profits
and depreciation and amortization), after deduction of all direct costs, salaries (including
bonuses paid or accrued), applicable share-based compensation, benefits and selling, general and
administrative expense incurred by, or allocated to, the Ria Envia, Inc. EBITDA shall be
determined by the Compensation Committee of the Board of Directors of the Employer on or before
each Annual Vest Date.




Performance Vest Restricted Stock – Tranche B.



Restricted stock with an aggregate value of $3,500,000 will be subject to performance based vesting
over 5 years (“Performance Vest Restricted Stock – Tranche B”) as follows: Each year, on the

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anniversary of the date on which the restricted stock was awarded (each such date, a
“Annual Vest Date”) 20% of the shares awarded shall vest to the Employee, provided that (i) he
shall have remained in continuous employment with Employer until such Annual Vest Date (including
but not limited to the duration of the Term and the duration of the Severance Period) and (ii) the
following targets are met:




     (a) on the first Annual Vest Date, Ria Envia Inc., on a consolidated basis (exclusive of the
impact of acquisitions closed subsequent to April 5 , 2007) achieves EBITDA as defined above
totalling at least 90% of the EBITDA growth projected for Ria Envia Inc. in the financial plan
included in the Credit Suisse Confidential Information Memorandum relating to the sale of Ria Envia
Inc. (“Projected Ria Growth”) for the year ended December 31, 2007.



     (b) on the second Annual Vest Date, Ria Envia Inc., on a consolidated basis (exclusive of the
impact of acquisitions closed subsequent to April 5, , 2007) achieves EBITDA as defined above
totalling at least 90% of Projected Ria Growth for the year ended December 31, 2008



     (c) on each of the third through the fifth Annual Vest Dates, if Ria Envia Inc., on a
consolidated basis (exclusive of the impact of acquisitions closed subsequent to April 5,, 2007)
achieves EBITDA for each year that is at least 15% higher than the previous year.




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