Global
Axcess Corp

    Net
Enterprise Value Special Transaction Plan

    Plan
Document

    


    Plan
Purpose

    


    The
following is a description of the Global Axcess Corp (the “Company”) Net
Enterprise Value Special Transaction Plan (the “Plan”). The purpose of the Plan
is to:

    


    
      	
               
      

            	
              ·

            	
              Align
      Plan participants interests with that of the shareholders of the
      Company

            


    

    


    
      	
               
      

            	
              ·

            	
              Motivate
      participants to accomplish specific goals and provide significant rewards
      for high-level performance

            


    

    


    
      	
               
      

            	
              ·

            	
              Retain
      experienced and tenured executives

            


    

    


    Plan Performance
Period

    


    The
Performance Period under the Plan shall be from January 1, 2010 to December 31,
2011.

    


    Eligible
Participants

    


    The
Compensation Committee (the “Compensation Committee”) of the Board of Directors
(the “Board”) has determined that the following executive and other officers of
the Company are eligible to participate (each, a “Participant”) in the Plan: 1)
George A. McQuain, Chief Executive Officer; 2) Michael J. Loiacono, Chief
Financial Officer; 3) Sharon M. Jackson, Corporate Secretary, 4) OPEN for future
allocation.

    


    Plan
Structure

    


    Pay outs
under the Plan are based upon Net Enterprise Value inclusive of Corporate
Debt.  Corporate Debt is the principal balances, both short-term and
long-term, for the following balance sheet categories:

    


    
      	
               
      

            	
              1.

            	
              Notes
      payable - related parties

            


    

    


    
      	
               
      

            	
              2.

            	
              Note
      payable

            


    

    


    
      	
               
      

            	
              3.

            	
              Senior
      lenders' notes payable

            


    

    


    
      	
               
      

            	
              4.

            	
              Capital
      lease obligations

            


    

    


    Examples
of Net Enterprise Value:

    


    
      	
               
      

            	
              (i)

            	
              If
      the total purchase price of the Company is $28 million and INCLUDES
      assumption of the Corporate Debt and the Corporate Debt at the time of the
      purchase is $10 million, then the Net Enterprise Value would be $28
      million.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the total purchase price of the Company is $28 million and DOES NOT
      include assumption of the Corporate Debt and the Corporate Debt at the
      time of the purchase is $10 million, then the Net Enterprise Value would
      be $18 million.

            


    

    


    
      
        	
                Approved
      at GAXC Board of Directors Mtg – 3/31/10

              	 
      	
                Page 1 of
      3

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
following chart sets forth the Net Enterprise Value targets and the
corresponding management pay-outs of the Plan:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Net

                                                  Enterprise

                                                  Value

                                                	 	
                                                  Total % to

                                                  Management

                                                  Team

                                                	 	
                                                  Total $ to

                                                  Management

                                                  Team

                                                	 	
                                                  George A.

                                                  McQuain

                                                	 	
                                                  Michael J.

                                                  Loiacono

                                                	 	
                                                  Sharon M.

                                                  Jackson

                                                	 	
                                                  OPEN

                                                
	  	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                  $10,000,000
      - 

                                                  $17,500,000

                                                	 	
                                                  2%

                                                	 	
                                                  $200,000
      -

                                                  $350,000

                                                	 	
                                                  50%

                                                  $100,000
      -

                                                  $175,000

                                                	 	
                                                  25%

                                                  $50,000
      –

                                                  $87,500

                                                	 	
                                                  12.5%

                                                  $25,000
      -

                                                  $43,750

                                                	 	
                                                  12.5%

                                                  $25,000
      -

                                                  $43,750

                                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                  $17,500,001
      -

                                                  $25,000,000

                                                	 	
                                                  2.5%

                                                	 	
                                                  $437,500
      -

                                                  $625,000

                                                	 	
                                                  50%

                                                  $218,750
      -

                                                  $312,500

                                                	 	
                                                  25%

                                                  $109,375
      –

                                                  $156,250

                                                	 	
                                                  12.5%

                                                  $54,688
      -

                                                  $78,125

                                                	 	
                                                  12.5%

                                                   $54,688
      -

                                                  $78,125

                                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                  $25,000,001
      - 

                                                  $28,000,000

                                                	 	
                                                  3%

                                                	 	
                                                  $750,000
      -

                                                  $840,000

                                                	 	
                                                  50%

                                                  $375,000
      -

                                                  $420,000

                                                	 	
                                                  25%

                                                  $187,500
      -

                                                  $210,000

                                                	 	
                                                  12.5%

                                                  $93,750
      -

                                                  $105,000

                                                	 	
                                                  12.5%

                                                  $93,750
      -

                                                  $105,000

                                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                  $28,000,001
      - 

                                                  $30,000,000

                                                	 	
                                                  3.5%

                                                	 	
                                                  $980,000
      -

                                                  $1,050,000

                                                	 	
                                                  50%

                                                  $490,000
      -

                                                  $525,000

                                                	 	
                                                  25%

                                                  $245,000
      -

                                                  $262,500

                                                	 	
                                                  12.5%

                                                  $122,500
      -

                                                  $131,250

                                                	 	
                                                  12.5%

                                                  $122,500
      -

                                                  $131,250

                                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                  $30,000,001
      -

                                                  $35,000,000

                                                	 	
                                                  4%

                                                	 	
                                                  $1,200,000
      -

                                                  $1,400,000

                                                	 	
                                                  50%

                                                  $600,000
      -

                                                  $700,000

                                                	 	
                                                  25%

                                                  $300,000
      -

                                                  $350,000

                                                	 	
                                                  12.5%

                                                  $150,000
      -

                                                  $175,000

                                                	 	
                                                  12.5%

                                                  $150,000
      -

                                                  $175,000

                                                
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                  >$35,000,001

                                                	 	
                                                  5%

                                                	 	
                                                  $1,750,000
      +

                                                	 	
                                                  50%

                                                  $875,000
      +

                                                	 	
                                                  25%

                                                  $437,500
      +

                                                	 	
                                                  12.5%

                                                  $218,750
      +

                                                	 	
                                                  12.5%

                                                  $218,750
      +

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Payouts Under the
Plan

    


    All
payouts under the Plan are subject to the approval of the Compensation
Committee.  After approval by the Compensation Committee, all payouts
of incentive bonus hereunder shall be paid during the period beginning March
1,  2012 and ending June 30, 2012.  Awards under the Plan
are cash denominated.

    


    Plan
Administration

    


    Plan
Administrator.  The Compensation Committee will administer the
Plan in accordance with the provisions of the Plan.

    


    Plan Duration.  The
Compensation Committee reserves the right to amend, change and/or terminate this
Plan at any time, without prior notice.

    


    No Employment
Contract.  The Plan does not create, nor should it be construed
to constitute, a contract of employment between the Company and any
Participant.  Participation in the Plan does not create a right to
continued employment with the Company or any subsidiary or affiliate of the
Company in any capacity.

    


    Payment
Eligibility.  To be eligible for an incentive bonus payout, the
Participant must be employed by the Company at the time of payout, unless
otherwise approved by the Compensation Committee in its sole and absolute
discretion.

     

    
      
        	
                Approved
      at GAXC Board of Directors Mtg – 3/31/10

              	 
      	
                Page 2 of
      3

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Plan
Interpretation.  Any revisions to the Plan must be approved by
the Compensation Committee.  If there is any ambiguity as to the
meaning of any terms or provisions of the Plan, the Compensation Committee’s
interpretation or determination will be final and binding.  The
altering, inflating and/or inappropriate manipulation of performance/sales
results or any other infraction of recognized ethical business standards may
subject the Participant to disciplinary action up to and including termination
of employment.  In addition, any incentive compensation as provided by
the Plan to which the Participant would otherwise be entitled may be
revoked.

     

    General
Conditions.  The Plan, and the transactions and payments
hereunder shall, in all respects, be governed by, and construed and enforced in
accordance with the laws of Duval County, Florida.  Each provision of
the Plan is severable, and if any provision is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not, in any way, be affected or impaired thereby.

     

    Compliance with Section
409A.  It is intended that the terms of this Plan, including
any ambiguous terms, be interpreted in a manner consistent with Code Section
409A (‘Section 409A’).  Any provision that would cause this Plan, or
any payment hereunder, to fail to satisfy Section 409A shall have no force or
effect until amended to comply with Section 409A, which amendment may be
retroactive to the extent permitted by Section 409A.  Notwithstanding
anything herein to the contrary, in no event shall the Company be liable to
Participant for, or with respect to, any taxes, penalties, or interest which may
be imposed upon Participant pursuant to Section 409A.

    


    Six-Month Delay.  If
it is determined that (a) Participant is a ‘specified employee,’ as defined in
Section 409A(a)(2)(B)(i) and the regulations and other guidance promulgated
thereunder and any elections made by the Company in accordance therewith, and
(b) such payments constitute a distribution of deferred compensation (within the
meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service
(within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking
into account all available exemptions, then notwithstanding the timing of
payment provided in this Plan, no payment, distribution, or benefit under this
Plan that constitutes a distribution of deferred compensation and that would
otherwise be payable during the six (6) month period after Executive’s
separation from service (within the meaning of Treasury Regulation Section
1.409A-1(h)), will be made during such six (6) month period, and any such
payment, distribution or benefit will instead be paid on the first business day
after such six (6) month period.

    


    
      
        	
                Approved
      at GAXC Board of Directors Mtg – 3/31/10

              	 
      	
                Page 3 of
      3