Exhibit 10.12


 





 


January
20, 2021 – Amendment to Original Offer Letter dated June 14, 2020


 


Charles
Rosenblatt


[***]


 


Dear
Charles,


 


On
behalf of Payoneer Inc. (“Payoneer” or the “Company”), I am pleased to offer you the position of Chief Strategy
Officer. We believe you will add substantially to the team and contribute greatly to the ultimate success of Payoneer.


 


The
principal terms of our offer for your employment with the Company are as set forth below:


 


		1.	Position:
                                            Full-time Chief Strategy Officer reporting to Payoneer CEO.



 


		2.	Start
                                            Date: June 22, 2020, or other mutually agreed-upon date.



 


		3.	Compensation:
                                            



 


		a.	Base
                                            Salary: Your salary will be $310,000.00 per year, less applicable taxes and withholdings,
                                            and payable in accordance with the Company’s standard payroll schedule. As an exempt
                                            employee, you will be paid your salary for all hours worked in a given workweek and will
                                            not be eligible for overtime.
	 	 	 
		b.	Bonus:
                                            You will be eligible to receive an annual performance bonus, awarded at Payoneer’s
                                            sole discretion and payable, if any, at the end of the budget year. You must be employed
                                            by the Company at the end of the budget year to earn or receive any bonus. The total annual
                                            bonus will be targeted at 50% of your annual salary, but there is no guarantee as to the
                                            amount, if any, that may be awarded. Any bonus awarded for the current calendar year will
                                            be prorated based on your start date. Notwithstanding the foregoing, your prorated annual
                                            target for 2020 at the amount of $50,000.00 will be guaranteed and paid at such time as the
                                            2020 year-end bonuses are paid to the Company’s employees.



 


		c.	Equity:
                                            You will receive a grant of (i) 150,000 Restricted Stock Options (“RSU”)
                                            and (ii) stock options for the purchase of 150,000 shares of common stock of the Company
                                            (the “Options”), in each case under Payoneer’s stock incentive plan (the
                                            “Plan”), subject to the terms of the Plan and any RSU agreement/notice of grant
                                            and option agreement/notice of grant, as applicable, which will be provided to you after
                                            your start date. The grant of RSUs and Options will be made at such time as the Board of
                                            Directors convenes for such purpose. In addition, you will be eligible to participate in
                                            the Company’s annual grants to employees as of the year-end of 2021, at such time as
                                            the Board of Directors approves such grants in Q1 2022 and in such amount and terms determined
                                            by the Board.



 


Payoneer Inc. | 150 West 30th Street, Suite 600 | New York, NY 10001
| Tel 646.461.9169


 






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		d.	Reimbursement
                                            of Relocation Expenses: You will be reimbursed by the Company in the amount of up to
                                            $25,000 for reasonable expenses relating to your relocation from California to Virginia.
                                            Receipts for the expenses should be submitted to the Company no later than 30 days after
                                            they are incurred and will be paid to you by the Company no later than 30 days thereafter.
                                            All such expenses should be submitted for reimbursement within the first six months of employment.
                                            In the event that you voluntary terminate your employment in the company within the first
                                            12 months since your start date, you will be required to repay to the Company the full reimbursement
                                            amounts it shall have paid.



 


		e.	Relocation
                                            Loan: The Company shall provide to you a gross $USD 75,000 relocation-loan, at 0% annual
                                            interest rate, which will be paid with first month salary. 100% of the said loan shall become
                                            a grant after 12 months of continuous employment by the Company. If, for any reason, you
                                            decide to end your relocation, or your employment is terminated for cause, prior to the termination
                                            of the relocation period, you will be required to re-pay the loan balance.



 




		4.	Schedule:
                                            Your supervisor will notify you of your working hours, which may be subject to change. As
                                            a condition of employment, you may be required from time to time to work outside normal working
                                            hours, such as evenings, weekends or holidays. Your supervisor will provide you as much notice
                                            as practical for any work time that you are required to cover outside your normal working
                                            hours.



 


		5.	Benefits:
                                            As a full-time employee, you will be eligible to participate in any employee benefit plans
                                            offered to other full-time employees, subject to the eligibility requirements and terms of
                                            any such plans. In addition, you will be entitled to 20 days of paid vacation days in accordance
                                            with the Company’s vacation policy, as in effect from time to time. You will also be
                                            entitled to sick leave in accordance with the Company’s sick leave policy, as in effect
                                            from time to time, and in accordance with applicable law. A full benefits package will be
                                            sent to you under separate cover. The Company reserves the right to amend, modify or terminate
                                            such benefit plans and policies at its sole discretion.



 


Payoneer Inc. | 150 West 30th Street, Suite 600 | New York, NY 10001
| Tel 646.461.9169


 






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		6.	Expenses:
                                            The Company will reimburse you for reasonable and necessary expenses incurred by you in furtherance
                                            of the Company’s business in accordance with the Company’s business and travel
                                            policy. In addition, notwithstanding the foregoing such expense reimbursement may include
                                            office related expenses at the amount of up to $1,000.00 per month.



 


		7.	At-Will
                                            Employment: Employment with the Company is for no specific period of time. Your employment
                                            with the Company will be “at will”, which means that either you or the Company
                                            has the right to terminate your employment at any time for any reason, with or without cause,
                                            by advance notice of 2 months.



 


		8.	Confidentiality:
                                            Both during and after your employment, you have a personal responsibility to protect and
                                            maintain the confidentiality of information belonging or relating to Payoneer, its affiliates
                                            and their clients.  Accordingly, you must not, except in the proper performance of your
                                            job duties or as required by law, use or exploit, or disseminate, disclose or divulge to
                                            any firm, corporation, association or other business entity any proprietary or confidential
                                            information in whatever form in which you may have acquired it in the course of your employment
                                            concerning the business, affairs, finances, clients, or relationships of Payoneer or its
                                            affiliates, or any of its or their suppliers, agents or clients. You must use your best efforts
                                            to prevent the unauthorized publication or disclosure of any such confidential or proprietary
                                            information.  This obligation will continue after your employment ends, unless and until
                                            any such information comes into the public domain (other than through any breach by you). 
                                            You acknowledge that the use and distribution of information learned in the course of your
                                            employment could contravene applicable law and regulations.  Confidential information
                                            includes all information that reasonably would be regarded as confidential (including without
                                            limitation, customer names, customer contact details, customer financial information, sales
                                            and marketing plans, business plans of Payoneer or its affiliates or any documents or information
                                            marked as confidential).  When you leave the Company’s employment you must
                                            return:  (i) all items of Payoneer property, including but not limited to all Payoneer
                                            confidential information (including copies), smartphones or Blackberries, building or office
                                            access cards, keys, computer equipment, files, documents, records, software and databases; and
                                            (ii) any other information in your possession which relates to the Company’s clients
                                            or business.  If requested, you must sign an undertaking that you have complied with
                                            the terms of this provision.  You will also be required, as a condition of your employment,
                                            to sign the Company’s standard Employee Confidentiality and Non-Disclosure Agreement
                                            (“Confidentiality Undertaking”).



 


Payoneer Inc. | 150 West 30th Street, Suite 600 | New York, NY 10001
| Tel 646.461.9169


 






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		9.	Compliance
                                            with Company Policies. You agree to comply fully with all of the Company’s policies
                                            and procedures as may be in effect from time to time. Failure to do so shall be grounds for
                                            disciplinary action, up to and including termination of employment.



 


		10.	Representations.
                                            You represent that you are free to accept employment with Payoneer without any contractual
                                            restrictions, express or implied, with respect to any of your prior employers or other third
                                            parties, including, but not limited to, non-solicitation or non-competition agreements. Your
                                            failure to disclose any such contractual restrictions may be grounds for rescission of this
                                            offer and/or termination of your employment. You further represent that you will not possess
                                            or use, during your employment with the Company, any confidential or proprietary information,
                                            including, but not limited to, documents, files, disks, or other materials, belonging to
                                            your former employer or any other third party, which you are otherwise prohibited from using
                                            in connection with your employment with the Company. Finally, you represent that you have
                                            not made any misrepresentations or omissions in the course of your application for employment
                                            with the Company.



 


		11.	Contingencies:
                                            This offer of employment is contingent upon all of the following:



 


		●	Your
                                            execution of the Company’s Confidentiality and Non-Disclosure Agreement ;
		●	Your
                                            provision to the Company of documentary evidence of your identity and eligibility for employment
                                            in the United States. Such documentation must be provided to us within three (3) business
                                            days of your date of hire, or our employment relationship with you may be terminated; and
		●	The
                                            Company’s receipt of satisfactory references and successful completion of a background
                                            check.



 


		12.	Miscellaneous.
                                            This Agreement shall be governed by and construed in accordance with the laws of the State
                                            of New York, without giving effect to any conflicts of law principles. This letter, along
                                            with the Proprietary Information and Inventions Agreement, set forth the terms of your employment
                                            with the Company and supersede any prior representations or agreements including, but not
                                            limited to, any representations made during your recruitment, interviews or pre-employment
                                            negotiations, whether written or oral. This letter may not be modified or amended except
                                            by written agreement signed by an authorized representative of the Company and you.



 


Payoneer Inc. | 150 West 30th Street, Suite 600 | New York, NY 10001
| Tel 646.461.9169


 






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You
represent to the Company that you are involved in advisory activities with certain companies as described in Schedule 1 attached hereto
and warrant that your involvement in such activities will be outside of your work hours and will not interfere with your performance
of your role in the Company or be contrary to the terms hereof and/or the Confidentiality Undertaking. Any change in the scope or framework
of such activity shall be subject to the Company’s prior approval.


 


To
accept the Company’s offer, please sign and date this letter in the space provided below.


 


I
look forward to your favorable reply and to working with you at Payoneer.


 


Sincerely,


 


Aviva
Arnon


Chief
People Officer


 


ACCEPTED:


 


	 	 	 
	Charles
    Rosenblatt	 	Date


 


Payoneer Inc. | 150 West 30th Street, Suite 600 | New York, NY 10001
| Tel 646.461.9169


 




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SCHEDULE
1


 


Railz


Cota
Capital


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Payoneer Inc. | 150 West 30th Street, Suite 600 | New York, NY 10001
| Tel 646.461.9169


 


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