exv10w20






EXHIBIT
10.20




EMPLOYMENT AGREEMENT



This employment agreement (“Agreement”) made and entered into as of the 5th day of
October, 2005, between Instreamline SA, a company duly organized and existing under the laws of
Greece, with its registered address at 282, El. Venizelou Ave., 176 75 Athens, Greece, company
registration nr: 58617/01NT/B/05/72, represented by Timothy Fanning and Ken Hites (“Employer”), and
Nikos Fountas, (“Executive”).



WHEREAS, Employee acts as Managing Director of Instreamline SA.



WHEREAS Employer and Executive are entering into this Agreement to formalize the terms and
conditions upon which Executive will be henceforth employed.



NOW, THEREFORE, in consideration of the premises and the mutual undertakings and covenants
contained herein, the parties hereto agree as follows:



1. Employment



Employer hereby employs Executive, and Executive hereby accepts employment from Employer
upon the terms and conditions hereinafter set forth.



2. Term



Subject to the provisions for earlier termination as contained in Section 11 hereof, the term of
this Agreement shall be for a period of 3 years and 3 months, and will terminate on the
31st day of December 2008.



3. Position and Duties



Executive shall hold the position of Managing Director. Executive represents that he is
fully qualified, without the benefit of any further training or experience and has obtained all
necessary permits and licenses, to perform the duties customarily incident to such position.



Executive shall report to the Vice President, South Eastern Europe of the EFT Division about
the affairs of the Employer’s business.



Executive’s duties and responsibilities hereunder shall always be subject to the policies and
directives of Employer as communicated from time to time to the Executive.



3. Annual Compensation and Bonuses



Employer shall pay as a salary and supplement pension according to Greek laws to Executive
during the term of this Agreement the amount of €154,000.00.



If this Agreement is terminated without cause prior to its natural term, Employee’s base salary
shall be pro-rated to the date of termination.









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In addition to his salary, Employee shall also be eligible to receive, a performance bonus based
upon and calculated by reference to such criteria as Employer shall, in its sole discretion, deem
relevant or appropriate, said performance bonus to be paid in such manner and at such time(s) as
the Employer may decide. Said bonus plan will include components tied to business unit performance
including, but not limited to Revenue, New Client/Card Growth and Operating Profit. Targeted bonus
amounts are for the periods detailed in an offer letter attached hereto.



All payments of salary and bonus made pursuant to this Section 4 shall be subject to all applicable
withholdings as required by Greek law.



4. Executive Benefits



The exclusive use of a car which is the same or comparable to the car used by Managing Directors in
the area where Employee is working. Employer shall also provide and pay for the car running
expenses as related to Executive’s duties. Car to be renewed at least every seven years.



5. Expenses



Employer shall pay or reimburse Executive for all expenses reasonably related to the business of
Employer and Executive’s performance of his duties hereunder, including expenses for entertainment,
travel, and similar items, subject only to Executive’s obligation to present expense statements,
vouchers and other supporting documentation as Employer may request to verify said expenses and to
comply with local recordkeeping requirements in request of such expenses.



6. Confidentiality



At any time during or after the expiration of termination of this Agreement, Executive shall not,
without the prior written consent of Employer, divulge or release (including by statement,
deposition or as a witness) to any person not employed by Employer, or any firm, institution,
corporation, or under common control with Employer, any information, documents or computer data
about or related to Employer’s business or that of its principals, including without limitation any
information, data, sales figures, projections, estimates, customer lists, tax records, personnel
history, accounting procedures or promotions, all of which shall be considered and kept
confidential as the private and privileged information of Employer (“Confidential Information and
Documents”).



Upon expiration or termination of this Agreement, Executive shall deliver to Employer originals
and/or copies of all such Confidential Information and Documents within the possession or control.



7. Restrictive Covenant



In consideration of the severance payments provided for in Section 10(a) below, Executive agrees
that for a period of one (1) year after the expiration of termination of this Agreement, Executive
will not, directly or indirectly, own,








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manage, operate, control, be employed by, or be connected in any manner with, the ownership,
management, operation, or control of any entity engaged in the same area of business as the
Employer.



8. Corporate Property



Executive agrees that all products, creations, know-how or procedures conceived, invented,
discovered, utilized or executed by the Executive during his employment are and shall remain the
sole and exclusive property of Employer, and will not be divulged, published, revealed, or made
available by him to any person not employed by Employer or any firm, institution, corporation or
entity not controlled by controlling, or under the common control with Employer and in this regard,
Executive hereby assigns to the Employer any and all right, title, and interest he has or may have
therein.



10. Severance Pay



(a) If Executive is terminated for “cause” prior to the end of the first 15 months
the Agreement pursuant to the provisions of Section 11 (c) (other than for a
“cause” described in subparagraph (iii) thereof), he will be entitled to a severance
payment equal to €77,000.00, to be paid in six equal monthly installments.
Termination after the first 15-month period will be treated and governed by Greek
law. For purposes of severance calculation for any termination after the first 15-
month period, the date of employment shall be calculated from 14 March 2000.



(b) In consideration and as a condition of his right to receive any severance
payment provided for by this Section 10, Executive shall execute and deliver to
Employer a standard and customary form of release issued in favour of Employer
releasing Employer from any and all liability to the Executive (except for the
severance payments provided for this Section 10) arising by reason of the
expiration of this Agreement or its termination, or otherwise in connection with
this Agreement.



(c) All severance payments made pursuant to this Section 10 shall be subject to all
applicable withholdings as required by local law.



(d) Notwithstanding the foregoing, Employer shall not be obliged to pay the
remaining severance payment due on the first anniversary date under Section
10(a), as the case may be, if Employer, at the request of Executive, consents in
writing to the waiver of the applicable Restrictive Covenant provisions of Section
8 hereof.



11. Termination



Notwithstanding anything herein contained to the contrary, this Agreement shall terminate prior to
the 31st day of December, 2008 in accordance with any one or more of the following
provisions:






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(a) If on account of physical or mental disability as certified in writing by a duly
licensed doctor, Executive shall fail or be unable to fully perform his obligations
under this Agreement for a period aggregating six (6) months during any twelve
month salary base period, Employer may at its option at any time thereafter, upon
thirty (30) days prior written notice to Executive, terminate this Agreement and, as
of the end of said notice period, this Agreement and the obligations of Employer
hereunder shall terminate;



(b) In the event of the death of Executive during the term hereof, this Agreement
and the obligations of Employer hereunder shall terminate on the date of
Executive’s demise, except for the payment of insurance and accrued pension
rights;



(c) Employer shall notify Executive of its intention to terminate this Agreement
for “cause”. Such term shall include but not be limited to Executive (i)
intentionally disregarding or repeatedly failing to comply with the written
directives or instructions of Employer (ii) being grossly negligent in the
performance of his duties or (iii) engaging in any criminal activity in the course of
his employment such as fraud or embezzlement.



12. Waiver of Breach



No waiver or modification of this Agreement or of any covenant, condition, or limitation herein
contained shall be valid unless in writing and duly executed by the party to be charged. No
evidence of any waiver or modification shall be offered or received in evidence in any proceeding,
arbitration, or litigation between the parties hereto arising out of or affecting this Agreement,
or the rights of obligations of the parties hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid. The parties further agree that the provisions of this
paragraph may not be waived except as herein provided.



13. Survival of Certain Provisions



It is understood and agreed that the provisions of Sections 7, 8 and 9 shall survive the
expiration of this Agreement or its termination for any reason or cause.



14. Notices



Any notice required or permitted to be given under this Agreement shall be sufficient if in
writing, and if sent by registered mail.



To Executive: Nikos Fountas, C/O Instreamline, 282, El. Venizelou Ave., 176 75



To Employer: C/O Instreamline, 282, El. Venizelou Ave., 176 75, Attn: Chief Legal Counsel



15. Entire Agreement













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This Agreement contains the complete agreement concerning the services to be provided by Executive
to Employer and Employer’s obligations to Executive and shall on the effective date supersede all
other agreements between the parties. The parties stipulate that neither has made any
representation with respect to the subject matter of this Agreement or any representations,
including the execution and delivery hereof except such representations which are specifically set
forth herein. Each of the parties hereto acknowledges that he or it has relied on his or its own
judgment in entering into this Agreement. The parties hereto further acknowledge that any payments
or representations that may have heretofore been made by either of them to the other are of no
effect and that neither of them has relied thereon in connection with his or its dealings with the
other.



16. Governing Law



This Agreement shall be governed in all respects by the laws of Greece.



17. Captions and Severability



The captions in this Agreement are for the convenience of reference only and shall not limit or
otherwise affect the meaning of the provisions hereof. If any provision of this Agreement or the
application thereof shall, to any extent, be determined to be invalid, unenforceable or contrary to
law, the validity of the remaining provisions of this Agreement shall in no way be effected thereby
and shall be enforceable to the fullest extent possible.



18. Counterparts



This Agreement may be executed in two counterparts, each of which shall be deemed as an
original, and both of which will constitute the same Agreement.



IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.




	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Nikos Fountas	 	 	 	 	 	 	 	 
	Nikos Fountas	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	INSTREAMLINE S.A.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Timothy Fanning
	 	 	 	By:
	 	/s/ Ken Hites	 	 
	Timothy Fanning	 	 	 	Ken Hites	 	 
	Director	 	 	 	Director	 	 







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