Trintech Group PLC 2009 Employee Share Purchase Plan.


 Exhibit 4.3 
 TRINTECH GROUP PLC 
 2009 EMPLOYEE SHARE PURCHASE PLAN 
 The following constitute the provisions of the 2009 Employee Share Purchase Plan of Trintech Group Plc. 
 1.     Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an
opportunity to acquire Ordinary Shares of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Share Purchase Plan” under Section 423 of the Internal Revenue
Code of 1986, as amended (although the Company makes no undertaking or representation to maintain such qualification). The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code. 
 2.     Definitions. 
 (a) “Board” shall mean the Board of Directors of the Company. 
 (b) “Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to
any successor or amended section of the Code. 
 (c) “Company” shall mean Trintech Group PLC, or any successor thereto.

 (d) “Compensation” shall mean an Employee’s base straight time gross earnings and commissions, but exclusive of
payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation. 
 (e) “Designated
Subsidiary” shall mean any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 
 (f) “Employee” shall mean any individual who is a common law employee of an Employer for tax purposes whose customary employment with the Employer is at least twenty (20) hours per week and more
than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Employer. Where the period of
leave exceeds 90 days and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. The Board, in its discretion,
from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis) that the definition of Employee will or will not include an individual if he or she:
(i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Board in its discretion), (ii) customarily works not more than twenty (20) hours
per week (or such lesser period of time as may be determined by the Board in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Board in its
discretion), (iv) is an officer or other manager, or (v) is a highly compensated employee under Section 414(q) of the Code. 
 (g) “Employer” means any one or all of the Company and its Designated Subsidiaries. 
 (h) “Enrollment
Date” shall mean the first Trading Day of each Offering Period. 
 (i) “Exercise Date” shall mean the last Trading
Day of each Offering Period. The Board, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date, determine (on a uniform and nondiscriminatory basis) when the Exercise Date will
occur during an Offering Period. 






 (j) “Fair Market Value” shall mean, as of any date, the value of the Ordinary Shares
determined as follows: 
 (i) If the Ordinary Shares are listed on any established stock exchange or a national market system, including
without limitation the Nasdaq Global Select Market, Nasdaq Global Market or Nasdaq Capital Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market Trading Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; 
 (ii) If the Ordinary Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Ordinary
Shares on the last market Trading Day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; or 
 (iii) In the absence of an established market for the Ordinary Shares, the Fair Market Value thereof shall be determined in good faith by the Board;

 (k) “Offering Periods” shall mean the periods of approximately six (6) months during which an option granted pursuant
to the Plan may be exercised, commencing on (i) the first Trading Day on or after March 1 of each year and terminating on the last Trading Day in the Offering Period ending the following August 31, approximately six (6) months
later, and (ii) commencing on the first Trading Day on or after September 1 of each year and terminating on the last Trading Day in the Offering Period ending the following February 28 (or February 29, as applicable)
approximately six (6) months later. The duration and timing of Offering Periods may be changed pursuant to Sections 4 and 20 of this Plan. 
 (l) “Ordinary Shares” shall mean the ordinary shares of the Company. 
 (m) “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 
 (n)
“Plan” shall mean this 2009 Employee Share Purchase Plan. 
 (o) “Purchase Price” shall mean 85% of the Fair
Market Value of an Ordinary Share on the Enrollment Date or on the Exercise Date, whichever is lower; provided however, that in no event shall the Purchase Price be less than the par value of an Ordinary Share and, provided further, that the
Purchase Price may be adjusted by the Board pursuant to Section 20. 
 (p) “Reserves” shall mean the number of Ordinary
Shares covered by each option under the Plan which have not yet been exercised and the number of Ordinary Shares which have been authorized for issuance under the Plan but not yet placed under option. 
 (q) “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of
the Code. 
 (r) “Trading Day” shall mean a day on which national stock exchanges and a national trading system are open for
trading. 
 3.     Eligibility. 
 (a) Any Employee who shall be employed by the Employer on a given Enrollment Date shall be eligible to participate in the Plan, subject to the requirements of Section 5. 
 (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any other person whose shares would be attributed to such Employee pursuant to Section 424(d) of the Code) would own issued capital shares of the Company or any Parent or Subsidiary and/or hold
outstanding options to acquire such shares possessing five percent (5%) or more of the total 

  

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combined voting power or value of all classes of the capital shares of the Company or of any Parent or Subsidiary, or (ii) to the extent that his or her
rights to acquire shares under all employee share purchase plans of the Company and any Parent or Subsidiary accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of shares (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder. 
 4.    Offering Periods. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on
the first Trading Day on or after March 1 and September 1 each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance with Section 20 hereof. The Board shall have the power
to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first
Offering Period to be affected thereafter. 
 5.    Participation. 
 (a) An eligible Employee may become a participant in the Plan by (i) completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company’s payroll office (or its designee) prior to the applicable Enrollment Date or (ii) following an electronic or other enrollment procedure determined by the Company. 

(b) Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof. 
 6.    Payroll Deductions. 
 (a) At the time a participant enrolls in the Plan, he or she shall elect to
have payroll deductions made on each pay day during the Offering Period (subject to Section 5(b)) in an amount not exceeding fifteen percent (15%) of the Compensation which he or she receives on each pay day during the Offering Period.

 (b) All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole
percentages only. A participant may not make any additional payments into such account. 
 (c) A participant may discontinue his or her
participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by (i) properly completing and filing with the Company (or its designee) a new
subscription agreement authorizing a change in payroll deduction rate or (ii) following an electronic or other procedure prescribed by the Company. If a participant has not followed such procedures to change the rate of payroll deductions, the
rate of his or her payroll deductions will continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 10). The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period and may establish such other conditions or limitations as it deems appropriate for Plan administration. The change in rate shall be effective with the first full payroll period following five
(5) business days after the Company’s (or its designee’s) receipt of the new subscription agreement or the participant’s completion of an electronic or other procedure prescribed by the Company unless the Company elects to
process a given change in participation more quickly. A participant’s subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof. 
  

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 (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b) (8) of
the Code and Section 3(b) hereof, a participant’s payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 3(b) hereof, payroll
deductions shall recommence at the rate provided in such participant’s subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as
provided in Section 10 hereof. 
 (e) At the time the option is exercised, in whole or in part, or at the time some or all of the
Company’s Ordinary Shares issued under the Plan is disposed of, the participant must make adequate provision for the Company’s or Employer’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise
of the option or the disposition of the Ordinary Shares. At any time, the Company or the Employer may, but shall not be obligated to, withhold from the participant’s compensation the amount necessary for the Company or the Employer to meet
applicable withholding obligations, including any withholding required to make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Ordinary Shares by the Employee. In addition, the
Company or the Employer may, but will not be obligated to, withhold from the proceeds of the sale of Ordinary Shares or any other method of withholding the Company or the Employer deems appropriate. 
 7.    Grant of Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering
Period shall be granted an option to acquire on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company’s Ordinary Shares determined by dividing such Employee’s payroll
deductions accumulated prior to such Exercise Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to acquire during each Offering
Period more than 10,000 of the Company’s Ordinary Shares (subject to any adjustment pursuant to Section 19), and provided further that such acquisition shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. The
Board may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of the Company’s Ordinary Shares an Employee may acquire during each Offering Period. Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period. 
 8.    Exercise of Option. 
 (a) Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the acquisition of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be acquired for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be acquired; any payroll deductions accumulated in a participant’s account which are not sufficient to acquire a full share
shall be retained in the participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participant’s account after the
Exercise Date shall be returned to the participant. During a participant’s lifetime, a participant’s option to acquire shares hereunder is exercisable only by him or her. 
 (b) If the Board determines that, on a given Exercise Date, the number of shares with respect to which options are to be exercised may exceed (i) the
number of Ordinary Shares that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such Exercise Date, the Board may in 

  

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its sole discretion (x) provide that the Company shall make a pro rata allocation of the Ordinary Shares available for acquisition on such Enrollment
Date or Exercise Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to acquire Ordinary Shares on such Exercise Date, and
continue the Offering Period then in effect, or (y) provide that the Company shall make a pro rata allocation of the shares available for acquisition on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to acquire Ordinary Shares on such Exercise Date, and terminate any Offering Period then in effect pursuant to Section 20
hereof. The Company may make pro rata allocation of the shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan
by the Company’s shareholders subsequent to such Enrollment Date. 
 9.    Delivery. Shares acquired by a
participant upon exercise of his or her option shall, at the election of the participant, be issued (i) in the name of the participant or the participant and the participant’s spouse, or (ii) in the name of AIB Custodial Nominees
Limited, having its registered office at P.O. Box 518, IFSC, Dublin 1, Ireland, to hold the shares as nominee and on behalf of the participant and subject to the participant’s instructions. 
 10.    Withdrawal. 
 (a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by (i) giving written notice to the Company (or
its designee) in the form of Exhibit B to this Plan or (ii) following an electronic or other withdrawal procedure determined by the Company. All of the participant’s payroll deductions credited to his or her account shall be paid to
such participant promptly after receipt of notice of withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further payroll deductions for the acquisition of shares shall be made for such
Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant re-enrolls in the Plan in accordance with the provisions of
Section 5. 
 (b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to
participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 
 11.    Termination of Employment. 
 Upon a participant’s ceasing to be an Employee, for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant’s account during
the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such participant’s option shall
be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant’s customary number of
hours per week of employment during the period in which the participant is subject to such payment in lieu of notice. 
 12.    Interest. No interest shall accrue on the payroll deductions of a participant in the Plan. 
 13.    Stock. 
  

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 (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19
hereof, the maximum number of shares of the Company’s Ordinary Shares which shall be made available for acquisition under the Plan shall be 200,000 ADR (400,000 Ordinary Shares). Until the shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company), a participant will only have the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as
a stockholder will exist with respect to such shares. 
 (b) Ordinary Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and his or her spouse. 
 14.    Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent
permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, the Board or a committee appointed by the Board may adopt rules or procedures relating to the operation and administration of the
Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States. Without limiting the generality of the foregoing, the Board or a committee appointed by the Board is specifically authorized
to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions),
establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of
stock certificates which vary with local requirements. 
 15.    Designation of Beneficiary. 
 (a) A participant who is employed and domiciled in the United States may file a written designation of a beneficiary who is to receive any shares and
cash, if any, from the participant’s account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In
addition, a participant who is employed and domiciled in the United States may file a written designation of a beneficiary who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death
prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. 
 (b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such
executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as the Company may designate. 
 (c) All beneficiary designations
will be in such form and manner as the Company may designate from time to time. 
  

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 16.    Transferability. Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds
from an Offering Period in accordance with Section 10 hereof. 
 17.    Use of Funds. All payroll deductions
received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. 
 18.    Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given
to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares acquired and the remaining cash balance, if any. 
 19.    Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. 
 (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the Reserves, the maximum number of shares each
participant may acquire each Offering Period (pursuant to Section 7), as well as the price per share and the number of Ordinary Shares covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for
any increase or decrease in the number of issued Ordinary Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Ordinary Shares, or any other increase or decrease in the number of Ordinary
Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment
shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Ordinary Shares subject to an option. 
 (b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall
terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board
shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option
shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof. 
 (c) Merger or Asset Sale. In the event of a sale of all or substantially all of the assets of the Company, or the merger of the Company with or
into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume
or substitute for the option, any Offering Periods then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise
Date shall be before the date of 

  

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the Company’s proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’s option shall be exercised automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10 hereof. 
 20.    Amendment or
Termination. 
 (a) The Board of Directors of the Company may at any time and for any reason terminate, suspend or amend the Plan, or any
part thereof, at any time and for any reason. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in
any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange
rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required. 
 (b) Without shareholder consent and
without regard to whether any participant rights may be considered to have been “adversely affected,” the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or
mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the acquisition of Ordinary
Shares for each participant properly correspond with amounts withheld from the participant’s Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are
consistent with the Plan. 
 (c) In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial
accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 
 (i) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; 
 (ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board
action; 
 (iii) allocating shares; 
 (iv) amending the Plan to conform with the safe harbor definition under Statement of Financial Accounting Standards 123(R), including with respect to an Offering Period underway at the time; and 
 (v) reducing the maximum percentage of Compensation a participant may elect to set aside as payroll deductions. 
 Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants. 
 21.    Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall
be deemed to have been duly given when received in the form 

  

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specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 
 22.    Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such
option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934,
as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such
compliance. 
 As a condition to the exercise of an option, the Company may require the person exercising such option to represent and
warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by
any of the aforementioned applicable provisions of law. 
 23.    Term of Plan. The Plan shall become effective
upon the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof. 

 

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 EXHIBIT A 
 TRINTECH GROUP PLC 
 2009 EMPLOYEE SHARE PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT 
  

					
	______ Original Application	 		 	Enrollment Date: ___________
	______ Change in Payroll Deduction Rate	 		 	
	______ Change of Beneficiary(ies)	 		 	

  

	1.	____________________ hereby elects to participate in the Trintech Group PLC 2009 Employee Share Purchase Plan (the “Employee Share Purchase Plan”) and subscribes to
acquire shares of the Company’s Ordinary Shares in accordance with this Subscription Agreement and the Employee Share Purchase Plan. 


	2.	I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 1 to 15%) during the Offering Period in accordance with the
Employee Share Purchase Plan. (Please note that no fractional percentages are permitted.) 


	3.	I understand that said payroll deductions shall be accumulated for the acquisition of Ordinary Shares at the applicable Purchase Price determined in accordance with the Employee
Share Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option and purchase Ordinary Shares under the Employee Share Purchase Plan.



	4.	I have received a copy of the complete Employee Share Purchase Plan. I understand that my participation in the Employee Share Purchase Plan is in all respects subject to the terms
of the Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to shareholder approval of the Employee Share Purchase Plan. 


	5.	Shares acquired for me under the Employee Share Purchase Plan should be issued in the name(s) of ______________________ (Employee or Employee and Spouse only).



	6.	 I understand that if I dispose of any shares received by me pursuant to the Employee Share Purchase Plan within 2 years after the Enrollment Date (the first day of
the Offering Period during which I purchased such shares) or one year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of
the fair market value of the shares at the time such shares were acquired by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will
make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Ordinary Shares. The Company may, but will not be obligated to, withhold from my compensation the amount necessary
to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Ordinary Shares by me. If I dispose of such shares at any
time after the expiration of the 2-year and 1-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such 










	 	 
income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at
the time of such disposition over the acquisition price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition
will be taxed as capital gain. 



	7.	I hereby agree to be bound by the terms of the Employee Share Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the
Employee Share Purchase Plan. 


	8.	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Share Purchase Plan:


  

							
	 NAME: (Please print)_____________________________________________________________________________

		  	(First)	  	(Middle)	  	(Last)

  

					
	 _____________________________
	 		  	__________________________________________________
	 Relationship
	 		  	
		 		  	__________________________________________________
		 		  	(Address)
		 		  	
		 		  	
	 Employee’s Social
	 		  	
	 Security Number:
	 		  	_____________________________________________
	 Employee’s Address:
	 		  	_____________________________________________
		 		  	_____________________________________________
		 		  	_____________________________________________

 I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS
TERMINATED BY ME. 
  

					
	Dated:_________________________	  		  	__________________________________________________
		  		  	Signature of Employee
		  		  	
		  		  	
		  		  	__________________________________________________
		  		  	Spouse’s Signature (If beneficiary other than spouse)

  

 -2- 







 EXHIBIT B 
 TRINTECH GROUP PLC 
 2009 EMPLOYEE SHARE PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 
 The undersigned participant in
the Offering Period of the Trintech Group PLC 2009 Employee Share Purchase Plan which began on
                             ,              (the
“Enrollment Date”) hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his
or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will
be made for the acquisition of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. 
  

			
	Name and Address of Participant:
		
	  	 	  
		
	  	 	  
		
	  	 	  
		 	
	
	Signature:
	
	  
		
	Date: