Exhibit 10.2


 


AMENDMENT NO. 1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 1 (this
“Amendment”) to the Amended and Restated Employment Agreement by and between Scott Galit (“Executive”)
and Payoneer Inc., a Delaware corporation (the “Company”), dated as of June 25, 2021 (the “Original Agreement”),
is entered into by and between the Company and Executive as of May 24, 2022, with  effective date as of May 25, 2022 (the “Amendment Effective Date”).


 


WITNESSETH:


 


WHEREAS, the Company and Executive
desire to amend the Original Agreement as provided herein to reflect Executive’s new position as Co-Chief Executive Officer of the
Company and clarifying that such agreed upon change does not implicate the definition of Good Reason;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree to modify the Original Agreement as set forth below. Defined terms used herein
and not otherwise defined in their context have the meanings set forth in the Original Agreement.


 


1.       AMENDMENT
TO THE ORIGINAL AGREEMENT.


 


a.       Section
1 of the Original Agreement is hereby amended and restated in its entirety as follows:


 


“Employment. The Company agrees
to continue to employ the Executive and the Executive agrees to continue to be employed by the Company as of the Effective Date, on the
terms and subject to the conditions hereinafter set forth. Subject to the terms and conditions contained herein, the Executive shall serve
as the Chief Executive Officer (CEO) of the Company, reporting directly to the Board of Directors of the Company and in such capacity
shall have such duties as are typically performed by a Company CEO, and as the Co-Chief Executive Officer (Co-CEO) of Payoneer Global
Inc. (formerly known as, New Starship Parent Inc. and defined in the Original Agreement as “New Payoneer”) (herein and deemed
revised in the Original Agreement, “Payoneer Global”), reporting directly to the Board of Directors of Payoneer Global,
and, in such capacity shall have such duties as are typically performed by a Co-CEO, together with such additional duties as may be required
from time to time by the Board of Directors of Payoneer Global.”


 


b.       The
last sentence of Section 7(d) is hereby deleted and replaced with the following:


 


“ For purposes of this Agreement,
the term “Good Reason” means: (i) any material diminution in the Executive’s title as Chief Executive Officer
of


 




     


     


    

the Company and/or Co-Chief Executive Officer
of Payoneer Global, without, in any such case, Executive's prior written consent (other than a change effected in connection with the
integration of the operations of the Company and/or Payoneer Global into the operations of any acquirer in connection with a sale event
in which there is no adverse change in the Executive's authorities, duties and responsibilities following such sale event); (ii) any material
diminution in the Executive's responsibilities or authority within the Company and/or Payoneer Global (after taking into account any changes
in responsibilities or authority in connection with Executive’s new role as Co-Chief Executive Officer of Payoneer Global), without
the Executive's prior written consent; or (iii) any material breach by the Company of this Agreement that is not remedied by the Company
within 15 days after receipt of notice thereof.”


 


2.       CONFIRMATION.
Executive acknowledges and accepts his new position as Co-Chief Executive Officer of Payoneer Global and, in so doing, hereby provides
consent to the new position and related authorities, duties and responsibilities and waives any rights he may have to resign with “Good
Reason” in accordance with Section 7(d) of the Original Agreement.


 


3.       RATIFICATION
AS AMENDED. Except as amended by this Amendment, the terms and conditions of the Original Agreement are confirmed in all other respects,
and the Original Agreement, as amended by this Amendment, shall continue in full force and effect. Any reference to the Agreement in the
Original Agreement as amended by this Amendment shall mean the Original Agreement as amended by this Amendment. In the event of any inconsistency
between the terms of the Original Agreement and the terms of this Amendment, the terms of this Amendment shall control to the extent necessary
to resolve the inconsistency.


 


4.       OTHER
PROVISIONS. Section 13 (“Severability and Governing Law”), and Section 17 (“Counterparts”) of
the Original Agreement are incorporated by reference into this Amendment mutatis mutandis.


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to the Original Agreement to be executed as of the day and year first above written.


 


	 	PAYONEER INC.
	 	 
	 	 
	 	  	 
	 	By:	/s/ Michael Levine
	 	Name:  	Michael Levine
	 	Title:    	Chief Financial Officer



 


 

	 	EXECUTIVE
	 	 
	 	 
	 	 
	 	/s/ Scott H. Galit
	 	Scott H. Galit



 


 


 


 


 


 


[Signature Page
to Amendment 1 to Scott Galit A&R Employment Agreement]