exv10w2






Exhibit 10.2




EURONET WORLDWIDE, INC.

2006 STOCK INCENTIVE
PLAN


Nonqualified Stock Option Agreement




	 	 	 	 	 

	Date of Grant:
	 	 	[          ]	 
	 
	Number of Shares to
	 	 	[          ]	 
	Which Option Relates (Time Vest):
	 	 	[          ]	 
	 
	Number of Shares to
	 	 	 	 
	Which Option Relates (Time and Hurdle Vest):
	 	 	 	 
	 
	Option Exercise Price per Share:
	 	$	[           ]	 






          This Agreement dated [ ], is made by and between Euronet Worldwide, Inc.,
a Delaware corporation (the “Company”), and [ ] (the “Option Holder”).




RECITALS:




          A. Effective May 18, 2006, the Company’s stockholders approved the Euronet Worldwide, Inc.
2006 Stock Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, grant
options to current or prospective key employees, non-employee directors or outside consultants of
the Company to purchase shares of the Company’s common stock.




          B. The Option Holder is an employee, non-employee director or outside consultant of the
Company or one of its Affiliates and the Company desires to grant to the Option Holder a
nonqualified stock option to purchase shares of the Company’s common stock on the terms and
conditions reflected in this Agreement, the Plan and as otherwise established by the Committee.




AGREEMENT:




          In consideration of the mutual covenants contained herein and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as follows:




          1. Incorporation of Plan. All provisions of this Agreement and the rights of the
Option Holder are subject in all respects to the provisions of the Plan, as it may be amended, and
the powers of the Committee therein provided. Capitalized terms used in this Agreement but not
defined will have the meanings set forth in the Plan.




          2. Grant of Nonqualified Stock Option. As of the Date of Grant identified above, the
Company grants the Option Holder, subject to this Agreement and the Plan, the right,




 









 







privilege and option (the “Option”) to purchase, in one or more exercises, all or any part of that number of
Shares of Stock identified above opposite the heading “Number of Shares to Which
Option Relates” (the “Option Shares”), at the per Share price specified above opposite the heading
“Option Exercise Price per Share”.




          3. Consideration to the Company. In consideration of the granting of this Option by
the Company, the Option Holder will render faithful and efficient services as an employee,
non-employee director or consultant of the Company or one of its Affiliates. Nothing in this
Agreement or in the Plan will confer upon the Option Holder any right to continue as an employee,
non-employee director or outside consultant of the Company or one of its Affiliates or will
interfere with or restrict in any way the rights of the Company, which are hereby expressly
reserved, to terminate the Option Holder’s employment or consultancy (as applicable) with the
Company at any time for any reason whatsoever, with or without cause.




          4. Exercisability of Option. During the Option Holder’s lifetime, any Option granted
hereunder may be exercised only by the Option Holder.




          (a) Option (Time Vest):





     This Option, except as specifically provided elsewhere under the Plan, shall vest and
become exercisable as follows:



	 	 	 

	Years Elapsed from Date of Grant

	 	Percentage Exercisable
	 
	 	 
	[  ]
	 	[  ]






          (b) Option (Time and Hurdle Vest):





     Provided that Option Holder is granted a Time and Hurdle Vest Option as indicated at
the top of page 1 above, vesting of this Option shall be subject to both time and “hurdle”
conditions as provided in this Section 4(b).




     The “hurdle” condition is that, on or before the third anniversary date of grant, the
closing price of the Company’s stock as quoted on the Nasdaq Global Select Market shall have
maintained an average of $[ ] or more for any thirty day period (the “Hurdle”).




     Provided the Hurdle has been met met, this Option, except as specifically provided
elsewhere under the Plan, shall vest and become exercisable in increments on each
anniversary date commencing on the second anniversary as follows:



	 	 	 	 	 

	Anniversary of Date of Grant
	 	Percentage Exercisable	 
	 
	 	 
	Second*
	 	 	40	%
	Third
	 	 	20	%
	Fourth
	 	 	20	%
	Fifth
	 	 	20	%







 





			
	*	 	
This 40% increment will vest on the second anniversary date if the Hurdle has been met
by that time and will vest on the day following the day on which the Hurdle is met, if the
Hurdle is met at any time between the second and third anniversary date of








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grant. Each of the other increments will vest on the anniversary date indicated, provided
the Hurdle has been met.




     If the Hurdle is not met on or before the third anniversary of the date of grant, the
Option will lapse and be of no further effect.



     For purposes of this Section 4, a year shall mean a period of 365 days (or 366 days in the
event of a leap year). Notwithstanding the above Option vesting schedule, any Options granted
hereunder will become fully exercisable upon the Option Holder’s death or Disability provided the
Option has not otherwise expired, been cancelled or terminated.



          5. Method of Exercise. Provided this Option has not expired, been terminated or
cancelled in accordance with this Agreement and the Plan, the portion of this Option which is
otherwise exercisable pursuant to Section 4 may be exercised in whole or in part, from time to time
by delivery to the Company or its designee a written notice which will:





     (a) set forth the number of Shares with respect to which the Option is to be exercised;




     (b) if the person exercising this Option is not the Option Holder, be accompanied by
satisfactory evidence of such person’s right to exercise this Option; and




     (c) be accompanied by payment in full of the Option Exercise Price in the form of cash,
or a certified bank check made payable to the order of the Company or any other means
allowable under the Plan which the Company in its sole discretion determines will provide
legal consideration for the Shares.



          6. Expiration of Option. Unless terminated earlier in accordance with this Agreement
or the Plan, the Option granted herein will expire at 5:00 P.M., Central Time, on the 10th
Anniversary of the Date of Grant (the “Expiration Date”). If the Expiration Date is a day on which
the Company is not open for business, then the Option granted herein will expire, unless earlier
terminated in accordance with this Agreement or the Plan, at 5:00 P.M., Central Time, on the last
business day before such Expiration Date.




          7. Effect of Separation from Service. Except as may otherwise be provided in the
employment agreement (if any) or consultant agreement between the Option Holder and the Company, if
the Option Holder ceases to be an employee, non-employee director or outside consultant of the
Company for any reason, including cessation by death or Disability, the effect of such termination
of employment, directorship or consultancy on all or any portion of this Option is as provided
below. Notwithstanding anything below to the contrary, in no event may the Option be exercised
after the Expiration Date.





     (a) If the Option Holder’s employment is terminated for Cause or the consultant
agreement is terminated, the Option will immediately be forfeited as of the time of such
termination.




     (b) If the Option Holder ceases to be an employee of the Company due to the Option
Holder’s resignation or termination of employment by the Company not for



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Cause, the portion of this Option which was otherwise exercisable pursuant to Section 4 on the date of such
termination of employment may be exercised by the Option Holder at any time prior to 5:00
P.M., Central Time, on the ninetieth (90th) calendar day following the effective
date of the Option Holder’s termination of employment. If such ninetieth (90th)
day is not a business day, then the Option will expire at 5:00 P.M., Central Time, on the
first business day immediately following such ninetieth (90th) day.




     (c) If the Option Holder ceases to be an employee, non-employee director or outside
consultant of the Company due to the Option Holder’s death or Disability or if the Option
Holder dies during the ninety (90) day period provided above, the Option may be exercised by
the Option Holder (or his or her beneficiary) at any time prior to 5:00 P.M., Central Time,
on the first anniversary date of the effective date of the Option Holder’s termination of
employment, directorship or consultancy. If such anniversary date is not a business day,
then the Option will expire at 5:00 P.M., Central Time, on the first business day
immediately following such first anniversary date.



          8. Long-Term Consideration for Options. Option Holder recognizes and agrees that the
Company’s key consideration in granting this Option is securing Option Holder’s long-term
commitment to advance and promote the Company’s business interests and objectives. Accordingly,
Option Holder agrees to the following as material and indivisible consideration for this Option:





               (a) Fiduciary Duty. During his/her employment, directorship or consultancy
with the Company, Option Holder shall devote his/her full energies, abilities, attention and
business time to the performance of his/her particular responsibilities and shall not engage
in any activity which conflicts or interferes with, or in any way compromises, performance
of such responsibilities.




               (b) Confidential Information. Option Holder recognizes that by virtue of
his/her employment, directorship or consultancy with the Company, Option Holder will be
granted otherwise prohibited access to confidential information and proprietary data which
are not known to the Company’s competitors. This information (the “Confidential
Information”) includes, but is not limited to, any of the following as it relates to the
Company or any of its affiliates (the “Euronet Group”): current and prospective customers;
the identity of key contacts at such customers; customers’ particularized preferences and
needs; marketing strategies and plans; financial data; personnel data; compensation data;
proprietary procedures and processes; and other unique and specialized practices, programs
and plans of the Euronet Group and its customers and prospective customers. Option Holder
recognizes that this Confidential Information constitutes valuable property of the Euronet
Group, developed over a significant period of time and at substantial expense. Accordingly,
Option Holder agrees that he/she shall not, at any time during or after his or her
employment, directorship or consultancy with the Company, divulge such Confidential
Information or make use of it for his/her own purposes or the purposes of any person or
entity other than the Euronet Group.




               (c) Non-Solicitation of Customers. Option Holder recognizes that by virtue of
his/her employment, directorship or consultancy with the Company, Option



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Holder may be introduced to and involved in the solicitation and servicing of existing customers of the
Euronet Group and new customers obtained by the Euronet Group during Option Holder’s
employment, directorship or consultancy. Option Holder understands and agrees that all
efforts expended in soliciting and servicing such customers shall be for the permanent
benefit of the Euronet Group. Option Holder further agrees that during his/her employment,
directorship or consultancy with the Company, Option Holder will not engage in any conduct
which could in any way jeopardize or disturb any of the Euronet Group’s customer
relationships. Option Holder also recognizes the Euronet Group’s legitimate interest in
protecting, for a reasonable period of time after his/her employment, directorship or
consultancy with the Company, the Euronet Group’s customers. Option Holder further
acknowledges that the Euronet Group is in the business of providing ATM management services,
prepaid financial services, and money transfer operations throughout the world, and that
Option Holder has knowledge of proprietary information relating to that worldwide business
which, if known to or used to the benefit of a competitor of the Company, would provide a
competitor with an unfair competitive advantage with regard to the Company’s relationships
with its customers. Accordingly, Option Holder agrees that, for a period beginning on the
date hereof and ending two (2) years after termination of his/her employment, directorship
or consultancy with the Company, regardless of the reason for such termination, Option
Holder shall not, in any location where the Euronet Group conducts business or provides
services to customers and in any location where Option Holder provided services to the
Company during the term of Option Holder’s employment, directorship or consultancy with the
Company, directly or indirectly, without the prior written consent of the Chief Executive
Officer of the Company, market, offer, sell or otherwise furnish any products or services
similar to, or otherwise competitive with, those offered by the Euronet Group to any
customer of the Euronet Group (including, without limitation, the business of providing ATM
management services, prepaid processing and related services, and money transfer
operations).




               (d) Non-Solicitation of Employees. Option Holder recognizes the substantial
expenditure of time and effort which the Euronet Group devotes to the recruitment, hiring,
orientation, training and retention of its employees. Accordingly, Option Holder agrees
that, for a period beginning on the date hereof and ending two (2) years after termination
of his/her employment, directorship or consultancy with the Company, regardless of the
reason for such termination, Option Holder shall not, directly or indirectly, for himself or
herself or on behalf of any other person or entity, solicit, offer employment to, hire or
otherwise retain the services of any person who, during that two (2) year term, is an
employee of the Euronet Group.




               (e) Survival of Commitments; Potential Recapture of Options and Proceeds.
Option Holder acknowledges and agrees that the terms and conditions of this Section 8
regarding confidentiality and non-solicitation shall survive both (i) the termination of
his/her employment, directorship or consultancy with the Company for any reason, and (ii)
the termination of the Plan for any reason. Option Holder acknowledges and agrees that the
grant of Options in this Agreement is just and adequate consideration for the survival of
the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if Option Holder either violates the terms of this
Section or succeeds for any reason in invalidating any part of it (it being



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understood that the invalidity of any term hereof would result in a failure of consideration for the
Options):




	 	(i)	 	declaration that the Option is null and void
and of no further force or effect;
	 
	 	(ii)	 	recapture of any cash paid or Shares issued to
Option Holder, or any designee or beneficiary of the Option Holder,
pursuant to the Option; or
	 
	 	(iii)	 	recapture of the proceeds, plus reasonable
interest, with respect to any Shares that are both issued pursuant to
this Option and sold or otherwise disposed of by Option Holder, or any
designee or beneficiary of Option Holder.






The remedies provided above are not intended to be exclusive, and the Company may seek such
other remedies as are provided by law, including equitable relief.




               (f) Acknowledgement. Option Holder acknowledges and agrees that adherence to the
foregoing requirements will not prevent him/her from engaging in his/her chosen occupation and
earning a satisfactory livelihood following the termination of his/her employment, directorship or
consultancy with the Company.




               (g) Court May Modify Restrictions. Although the parties have attempted to reasonably
limit Option Holder’s activities after the termination of his/her employment, directorship or
consultancy with the Company, the parties agree that a Court may modify and enforce the restrictive
covenants contained in this Section 8 to the extent that it believes such modifications are
necessary for Option Holder’s restrictions under this Section 8 to be reasonable.




               (h) Severability. The parties agree that if any part of this Section 8 or the
application of any part of this Section 8 is found by a court to be void, voidable, invalid,
unenforceable, or in conflict with any federal or state law, then the remainder of this Agreement
shall remain valid, fully enforceable, and shall otherwise be given full force and effect.



          9. Notices. Any notice to be given under this Agreement to the Company will be
addressed to the Secretary of the Company at Euronet Worldwide, Inc., 4601 College Blvd., Leawood,
KS 66211, and any notice to be given to the Option Holder will be addressed to him or her at the
address provided to the Company. By a notice given pursuant to this Section 9, either party may
hereafter designate a different address for notices to be given to him or her. Any notice which is
required to be given to the Option Holder will, if the Option Holder is then deceased, be given to
the Option Holder’s personal representative if such representative has previously informed the
Company of his or her status and address by written notice under this Section 9. Any notice will
be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.




          10. Nontransferability. Except as otherwise provided in this Agreement or in the
Plan, the Option and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and





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will not be subject to execution, attachment, or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option, or any right or privilege conferred hereby,
or upon the levy of any attachment or similar process upon the rights and privileges conferred
hereby, contrary to the provisions hereby, this Option and the rights and privileges conferred
hereby will immediately become null and void.




          11. Status of Option Holder. The Option Holder shall not be deemed a stockholder of
the Company with respect to any of the Shares subject to this Option, except for those Shares that
have been purchased and issued to him or her. The Company shall not be required to issue or
transfer any Shares purchased upon exercise of this Option until all applicable requirements of law
have been complied with and, if applicable, such Shares shall have been duly listed on any
securities exchange on which the Shares may then be listed.




          12. Withholding Taxes. The Option Holder agrees to make appropriate arrangements with
the Company for satisfaction of any minimum applicable Federal, state or local income tax or
payroll tax withholding amounts required by law to be withheld, including the payment to the
Company at the time of exercise of an Option of all such taxes and requirements. The Company is
not required to issue Shares upon the exercise of this Option unless the Option Holder first
satisfies such tax withholding obligations. The Company may, in its discretion, elect to withhold
Shares otherwise eligible to be delivered to the Option Holder having a value equal to the minimum
amount required to be withheld to cover such applicable tax withholding liability.




          13. Titles. Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Agreement.




          14. Amendment. This Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.




          15. Governing Law. The laws of the State of Delaware will govern the interpretation,
validity and performance of this Agreement regardless of the law that might be applied under
principles of conflicts of laws.




          16. Binding Effect. Except as expressly stated herein to the contrary, this Agreement
will be binding upon and inure to the benefit of the respective heirs, legal representatives,
successors and assigns of the parties hereto.




[Signature Page Immediately Follows]



This Agreement shall be deemed fully executed and delivered by the parties hereto upon the
electronic signature/acceptance of the Option Holder via email.



The Company:



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	By:  	 	 	 
	 	Rick Weller, Executive Vice President and Chief Financial Officer 	 	 
	 	 	 	 



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APPENDIX A




EURONET WORLDWIDE, INC.

2006 STOCK INCENTIVE PLAN





 







Designation of Beneficiary





 








     In connection with the Non-Qualified Stock Option Agreement (the “Award Agreement”)
entered into on ___, 201___between Euronet Worldwide, Inc. (the “Company”)
and ___, an individual residing at ___(the
“Recipient”), the Recipient hereby designates the person specified below as the beneficiary
of the Recipient’s interest in the Options (as defined in the 2006 Stock Incentive Plan of the
Company) awarded pursuant to the Award Agreement. This designation shall remain in effect until
revoked in writing by the Recipient.



	 	 	 	 	 
	 	Name of Beneficiary:
	 	 	 
	 	 	 	 
	 	Address:
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 
	 
	 	Social Security No.:
	 	 	 






     The Recipient understands that this designation operates to entitle the above-named
beneficiary to the rights conferred by the Award Agreement from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the Recipient, including
by delivery to the Company of a written designation of beneficiary executed by the Recipient on a
later date.



	 	 	 	 
	 

	Date: 	 	 






	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	[Recipient Name] 	 
	 	 	 	 
	 



	 	 	 

	County
of
	 	 
	 	 	 
	State
of
	 	 







     Sworn to before me this ______day of ______, 201______



	 	 	 	 	 
	 	
Notary Public

 	 
	 	 	 
	 	 	 
	 	 	 
	 




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