exv10w21






Exhibit 10.21




DATED 12 MARCH 2010





	 	(1)	 	EPAY LIMITED
	 
	 	(2)	 	EPAY AUSTRALIA PTY LIMITED
	 
	 	(3)	 	GARETH GUMBLEY





COMPROMISE AGREEMENT

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT










 









 








THIS AGREEMENT is made on 12 March 2009.




PARTIES:





	(1)	 	EPAY LIMITED, a company registered in England and Wales with company number 3695345 whose
registered office is at 2nd Floor, Kelting House, Southernhay, Basildon, Essex SS14 1EL
(“EPL”); and
	 
	(2)	 	EPAY AUSTRALIA PTY LIMITED, a company registered in Australia (ACN 093 566 097) of Level 9.
131 York Street. Sydney NSW 2000 (“EPAL”)
	 
	(3)	 	GARETH GUMBLEY  (the “Employee”).





RECITALS:





	(A)	 	The Employee is employed by EPAL pursuant to the terms of a Letter of Offer of Employment
dated 8 August 2005 (as amended) (the “Contract”). The Employee is currently seconded to EPL
pursuant to a Letter of Secondment dated 11 May 2008 (“the Secondment Agreement”), which is
due to expire on 19 May 2010.
	 
	(B)	 	EPL, EPAL and the Employee have agreed that the Employee’s employment with EPAL will
terminate on 23 December 2010 (“the Termination Date”) and that his secondment to EPL will be
extended to the Termination Date, upon which the Secondment Agreement will terminate by
agreement. The termination of the Employee’s employment and secondment will be on the terms
set out in this Agreement by way of settlement of all claims that the Employee has made or may
have against EPL, EPAL or any other Group company (as defined below) arising out of the
Employee’s employment, the Employee’s secondment and the termination of both his employment
and secondment.
	 
	(C)	 	EPL and EPAL enter this Agreement on their own behalf and as agents for and trustees of all
companies in the Group and are duly authorised to do so. EPL and EPAL intend that each company
in the Group will be entitled to enforce in its own right any term of this Agreement which
expressly or impliedly confers a benefit on that company in accordance with the provisions of
the Contracts (Rights of Third Parties Act) 1999.
	 
	(D)	 	The warranties and conditions set out in clause 21 are conditions precedent to the Employer’s
obligations under this Agreement. EPL and EPAL will cease to be liable to make the Termination
Payment (as defined below) in the event that the Employee is in breach of the said warranties
or unable to fulfil the said conditions.





IT IS AGREED AS FOLLOWS:





	1.	 	In this Agreement “Group” means any company wherever registered or incorporated which is for
the time being a subsidiary or a holding company of either or both of EPL and EPAL or a
subsidiary of any such company (as “subsidiary” and “holding company” are defined in section
1159 of the Companies Act 2006) or which is an associated company of any such company (as
“associated company” is defined in the Income and Corporation Taxes Act 1988 (as amended)).
	 
	2.	 	The Employee:
	 
	2.1	 	agrees that the final day he will be required to attend work other than under the
terms of this Agreement will be on 19 May 2010;




 









 








page 2





	2.2	 	agrees that he will take all outstanding paid annual and personal leave for the period
between 25 May 2010 and 23 June 2010, which the parties agree represents all outstanding
annual and personal leave accrued by the Employee to 23 June 2010;
	 
	2.3	 	agrees that from the Notice Date to the Termination Date (the “Garden Leave Period”), the
employee shall not be required to perform any duties for the Group unless specifically
directed by EPL or EPAL (which EPL and EPAL agree will only occur in exceptional
circumstances). During the Garden Leave Period, the Employee:
	 
	2.3.1	 	shall remain bound by the terms of the Contract and the Secondment Agreement (other than
those requiring him to perform duties);
	 
	2.3.2	 	shall not (without the permission of EPL, EPAL or any company in the Group) attend any
premises of EPL, EPAL or of any company in the Group;
	 
	2.3.3	 	shall not (without the permission of EPL, EPAL or any company in the Group) have any contact
with any client, customer, supplier, director, employee or consultant of EPL, EPAL or of any
company in the Group during normal working hours;
	 
	2.3.4	 	shall not (without the permission of EPL, EPAL or any company in the Group) have contact
outside of normal working hours with any client, customer, supplier, director, employee or
consultant of EPL, EPAL or of any company in the Group other than of a purely social nature
and shall not discuss with any such person the business or affairs of the Company or of any
company in the Group;
	 
	2.3.5	 	shall be deemed to have taken all holiday which shall have accrued up to the Termination
Date (including, for the avoidance of doubt, any accrued but untaken holiday in the Employer’s
current holiday year); and
	 
	2.3.6	 	agrees to comply with the covenants prescribed at Schedule 6 to this Agreement. In
consideration of this undertaking EPL shall pay to the Employee £100, minus deductions for
income tax and national insurance contributions, required by law within 14 days of the
Termination Date.
	 
	3.	 	The Employee agrees that by consent with EPAL, notice of the termination of his employment
will be deemed to be provided by EPAL on 1 October 2010 (“the Notice Date”), to expire on the
Termination Date. EPAL and EPL agree that from 23 June 2010, the Employee will remain
employed by EPAL and seconded to EPL, but subject to his performance of and compliance with
his obligations under the terms of this Agreement, and his compliance with Schedule 6 to this
Agreement, his employment will be non-exclusive and he may accept alternative offers for work
or employment.
	 
	4.	 	Subject to this Agreement, the Employee will receive his accrued salary and contractual
benefits, less deductions for income tax and national insurance contributions at
appropriate rates to the Termination Date, under the terms of the Contract and the Service
Agreement.
	 
	5.	 	Subject to the terms of this Agreement EPL will pay to the Employee within 14 days of the
later of the Termination Date and the return of the documents at Schedule 2 and 3 to this
Agreement executed and signed by the Employee and his Independent Adviser, a termination
payment of £10,000 (the “Termination Payment”) provided that the Employee has acted in
material compliance with the terms of this Agreement, the Contract and the Secondment
Agreement.
	 
	6.	 	EPL will provide the Employee with a bonus payment of £56,100, minus deductions for income
tax and national insurance contributions (“the Bonus Payment”), to be










 









 








page 3





	 	 	paid by 31 March 2010. The Employee agrees that he is not entitled to payment of
any further bonus payment by any Group company, including without restriction EPL and
EPAL, under any plan, policy or other document, for services provided by the Employee
either before or after the date of this Agreement.
	 
	7.	 	Subject to the terms of this Agreement (including, without restriction, clause 22), the
Employee’s share option entitlements (“Option Entitlements”) and stock entitlements (“Stock
Entitlements”) will apply subject to and in accordance with the terms of applicable plans and
schemes. The Employee will be deemed to remain a Service Provider for the purposes of the
Euronet Worldwide Inc. 2006 Stock Incentive Plan until the Termination Date. For the purpose
of applicable stock option schemes and agreements, share options issued to the Employee but
not yet vested will continue to vest to the Employee until the Termination Date. The
Employee’s rights in relation to the sale or exercise of stock or options will otherwise be
subject to the terms of the 2006 Stock Incentive Plan, and applicable stock
option schemes and agreements. For the avoidance of doubt, the shares and options vesting to
the Employee, subject to the terms of this Agreement, will be those listed at Schedule 5. All
stock and option entitlements scheduled to vest to the Employee after the Termination Date
will be forfeited by the Employee. The parties agree that any post-termination of
employment restrictive covenants contained in any applicable plans and schemes shall lapse at
the date of this Agreement and are replaced by the provisions of Schedule 6.
	 
	8.	 	The Employee shall perform his usual duties pursuant to the terms of the Contract between the
date of this Agreement and 19 May 2010, or to such earlier time as may be directed by EPL at
its discretion. However, the employee agrees that EPL and EPAL may at their discretion direct
the employee to engage in such duties commensurate with his current role as Managing Director
prepaid division as they consider appropriate during this period (including providing such
assistance as is considered necessary in handing over responsibility to the employee’s
successor). EPL and/or EPAL are free to appoint and install the employee’s successor at any
time from the date of this Agreement.
	 
	9.	 	The Employee agrees that any salary overpayment including payment for any holiday taken by
the Employee in excess of his annual holiday entitlement, loan or other monies owing to the
Employer or any company in the Group may be deducted from the Employee’s final salary.
	 
	10.	 	The Employer will reimburse the Employee for any expenses properly incurred by him in the
performance of his duties during his employment with the Employer. Any expenses incurred by
the Employee after 19 May 2010 may only be incurred by the Employee with the express, written
consent of Mr Kevin Caponecchi. Any such claim must be submitted within 14 days of the
Termination Date to the Group Global Human Resources Manager, Selina
Alli, and otherwise in
accordance with the Group’s normal procedures.
	 
	11.	 	The Employee agrees to provide all reasonable assistance and to take all reasonable
steps to assist EPL, EPAL and the Group in dealing with any litigation, arbitration, legal
dispute or commercial dispute arising in respect of any circumstances relating
to EPL, EPAL or any Group Company concerning:
	 
	11.1	 	matters with which the Employee was or will be involved in the course of his provision of
services to EPL, EPAL or to any Group Company, where such assistance is required by the Group
at any time to the Termination Date; and
	 
	11.2	 	any matter concerning the Group subsidiary, ATX Software Limited, whether or not such
assistance is required before of after the Termination Date (“an ATX Dispute”);










 









 











page 4





	 	 	(a “Relevant Dispute”).
	 
	 	 	Also for the avoidance of doubt, the Employee agrees that reasonable assistance to EPL,
EPAL and/or to any Group Company for the purposes of any Relevant Dispute would
include, where necessary, his travelling to and attending any location that may
reasonably be required by EPL, EPAL, or any Group Company for the purposes of
resolving, preparing for, pursuing or otherwise dealing with a Relevant Dispute. The
Employee agrees to use reasonable efforts to make arrangements to comply with his
obligations under this clause 11 irrespective of any arrangements to provide services
to any other person, company, partnership, business or organisation, and will not enter
into work arrangements with any parties involved in the ATX matter that may reasonably
be considered to create a conflict of interest for the Employee in providing assistance
pursuant to this clause. EPAL, EPL or a nominated Group company will reimburse the
Employee for travel, subsistence and accommodation and other expenses reasonably
incurred by the Employee in complying with his obligations under the terms of this
clause 11, subject to the provision by the Employee of valid receipts. For the
avoidance of doubt, EPAL, EPL or a nominated Group company will provide the Employee
with reimbursement for expenses for business class travel and otherwise for any
expenses the Company considers (acting reasonably) have been reasonably incurred by the
Employee. EPL and EPAL recognise that in discharging his obligations under the terms of
clause 11.2, the Employee may be required to take time off work from any future
employment or working arrangements after the Termination Date (“Future Work”). If the
Employee is required, in order to discharge his obligations under
clause 11.2, to take
unpaid time of Future Work at any time after the Termination Date, EPL agrees to
reimburse the Employee for a sum equal to the gross basic salary payable to the
Employee for the unpaid time taken by the Employee away from any Future Work, subject
to the following conditions:
	 
	11.3	 	the Employee must reach prior agreement with EPL regarding the period of unpaid time the
Employee will be required to take away from any Future Work; and
	 
	11.4	 	the Employee agrees that he is entirely responsible for accounting for any tax or other
statutory liability payable to any third party (including without restriction Her Majesty’s
Revenue Service) for any sum reimbursed by EPL to the Employee under the terms of this clause
11.
	 
	12.	 	The Employee will return to the Employer prior to the Termination Date or when directed by
EPL or EPAL all books, documents (whether confidential or not), Apple MacBook Pro Laptop,
mobile telephones (including Apple l-phone and Blackberry Pearl), electrical equipment,
computer disks, electronic copies of documents, materials, credit cards (including Lloyds
Corporate Credit Card), identity cards, keys, access cards and any other property of the
Employer or any other company in the Group and any copies of such items, which is in his
possession or under his control. For the avoidance of doubt property of the Employer will
include any property which is the property of a client or supplier of the Employer or company
in the Group, which is in the Employee’s possession as a result of his employment.
	 
	13.	 	EPAL agrees that it will provide the Employee with re-imbursement for expenses incurred by
the Employee in relocating to Australia on the basis that the Employee is entitled to
reimbursement for relocation expenses under clause 8.3 of the Secondment Agreement
(“the Relocation Payment”), subject to:
	 
	13.1	 	the terms of the Secondment Agreement;
	 
	13.2	 	the Employee materially complying with the Secondment Agreement and the Contract;










 









 







page 5





	13.3	 	the provision of receipts and documentary evidence to the satisfaction of EPAL and the
Group; and
	 
	13.4	 	the Employee relocating (which will be deemed the date the Employee arrives back in Australia
on a permanent basis) at a date prior to 31 January 2012.
	 
	14.	 	The Employee undertakes that he will not before or after the Termination Date, whether
directly or indirectly, make, publish or otherwise communicate any disparaging or
derogatory statements, whether in writing or otherwise, concerning EPL, EPAL or any company in
the Group or their officers or employees. EPL and EPAL undertake they (including Group Senior
Executives) will not, make any disparaging or derogatory statements regarding the Employee.
The Employee warrants that he has not directly or indirectly already made any statement
(derogatory or otherwise) about his employment with EPAL or his secondment to EPL (including
statements about the termination of his employment or secondment and the circumstances
relating to such termination) except for his immediate family and professional advisers.
	 
	15.	 	The Employee, EPL and EPAL agree to keep the term of this Agreement strictly confidential and
agrees not to disclose, communicate or otherwise make public the same to anyone except:
	 
	15.1	 	for the Employee, for communications are to his immediate family, his professional advisers,
relevant tax authorities and otherwise as may be required by law); and
	 
	15.2	 	for EPL and EPAL, for internal Group communications as considered reasonably necessary by
Group companies, where such disclosures or communications are reasonably necessary under
applicable law (including but not restricted to securities laws in the United States), for
communications with Group professional advisers, for communications with relevant tax
authorities and otherwise as may be required by law.
	 
	16.	 	Subject to Schedule 6 of this Agreement, the Employee acknowledges and affirms his on-going
obligations to:
	 
	16.1	 	EPAL and Group companies under clauses 9, 10 and 12 of the Contract;
	 
	16.2	 	EPL and Group companies under clause 10 of the Secondment Agreement.
	 
	17.	 	The Employee will resign as a Director of all Group companies for which he is a Director and
from any other office he may hold with any other company in the Group, such resignations to
take effect by 19 May 2010 or on such earlier date as EPL or EPAL may direct. The Employee
will sign a letter of resignation in the form attached at Schedule 1 to this Agreement for
these purposes.
	 
	18.	 	In accordance with EPL’s understanding of current tax withholding requirements, the
Termination Payment will be paid without any deduction for income tax. Any tax or statutory
contributions payable in relation to the Termination Date and the payments and benefits
provided to the Employee under this Agreement will, if not deducted by EPL or EPAL, be for the
Employee’s own account and the Employee will indemnify the Employer (and all other companies
in the Group) on demand against any further liability in respect of income tax or employee’s
national insurance contributions (including interest penalties and all associated costs and
expenses) incurred in connection with the making of the payments and the provision of benefits
as set out in this Agreement provided always that the Employee is notified of the tax demand
within 14 days of receipt of that demand by the Company. The Company shall afford the
Employee a reasonable opportunity to challenge any such tax demand










 









 








page 6





	 	 	before accounting for the tax in question and will provide the Employee with
reasonable co-operation in relation to any such challenge.
	 
	19.	 	EPL will pay direct to the Employee’s solicitors or Norton Rose LLP, a sum to a maximum of
£1,500 plus VAT in respect of legal costs incurred in connection with advice provided to him
as to the terms and effect of this Agreement upon receipt of a valid VAT invoice addressed to
the Employee but stated to be payable by EPL.
	 
	20.	 	The Employee, EPL and EPAL agree that terms set out in this Agreement will be in full and
final settlement of all and any claims for breach of contract (including but not limited to
wrongful dismissal) the Employee may have against EPL, EPAL and any company in the Group or
its/their respective officers or employees and all other claims, costs and expenses or rights
of action howsoever arising which the Employee has ever had or may now have or which he may
have in any jurisdiction (including without limitation the United Kingdom, Australia and/or
New South Wales) at any time in the future, whether or not such claims have come into
existence including without limitation arising out of or in connection with his employment or
its termination or loss of office against EPL, EPAL or any company in the Group or its/their
respective officers or employees, any complaints the Employee has expressly raised
against and notified to EPL and EPAL, and the following claims which the Employee has raised
or intimated:
	 
	20.1	 	unfair dismissal;
	 
	20.2	 	his right to receive a statutory or contractual redundancy payment;
	 
	20.3	 	pay in lieu of notice or damages for termination of employment without notice or on short
notice;
	 
	20.4	 	outstanding pay, holiday pay (including under the Working Time Regulations 1998), overtime,
bonuses, commission and benefits in kind;
	 
	20.5	 	any claim or alleged claim for the payment of benefits or entitlements under the NSW Long
Service Leave Act 1955 (Australia); and
	 
	20.6	 	unlawful deductions from wages under the Employment Rights Act 1996.
	 
	21.	 	The Employee warrants and represents to EPL and EPAL, after receiving advice from a
relevant independent adviser (as defined in section 203(3A) of the Employment Rights Act
1996 (“relevant independent adviser”)), that:
	 
	21.1	 	he has no other complaints whatsoever against EPL, EPAL or any other company in
the Group, in relation to his employment with EPL, its termination or otherwise and his
secondment to EPAL, its termination or otherwise including but not limited to:






	 	21.1.1	 	any claim for loss or damage to reputation or handicap in the labour market in
consequence of breach of contract;
	 
	 	21.1.2	 	any claim for discrimination, victimisation or harassment under the Sex
Discrimination Act 1975, The Employment Equality (Sexual Orientation) Regulations
2003, The Employment Equality (Religion or Belief) Regulations 2003
and/or the Race Relations Act 1976, The Employment Equality (Age) Regulations 2006
and/or the Disability Discrimination Act 1995 and any claim in respect of a
failure to make reasonable adjustments under section 4A of the Disability
Discrimination Act 1995;
	 
	 	21.1.3	 	any claim under the Employment Rights Act 1996;




 









 











page 7





	 	21.1.4	 	any claim under the Equal Pay Act 1970;
	 
	 	21.1.5	 	any claim under the Trade Union and Labour Relations (Consolidation) Act 1992;
	 
	 	21.1.6	 	any claim under section 13 of the Data Protection Act 1998;
	 
	 	21.1.7	 	any claim under the National Minimum Wage Act 1998;
	 
	 	21.1.8	 	any claim under the Employment Relations Act 1999;
	 
	 	21.1.9	 	any claim under the Transfer of Undertakings (Protection of
Employment) Regulations 2006;
	 
	 	21.1.10	 	any claim under the Working Time Regulations 1998;
	 
	 	21.1.11	 	any claim under the Fixed-Term Employees (Prevention of Less
Favourable Treatment) Regulations 2002;
	 
	 	21.1.12	 	any claim under the Information and Consultation of Employees
Regulations 2004;
	 
	 	21.1.13	 	any claim under the Occupational and Personal Pension Schemes (Consultation
by Employers and Miscellaneous Amendment) Regulations 2006;
	 
	 	21.1.14	 	any claim under the Protection from Harassment Act 1997;
	 
	 	21.1.15	 	any failure to comply with obligations under the Human Rights Act 1998; and
	 
	 	21.1.16	 	any claim under any other employment legislation, whether under English law,
European law or Australian law,






	 	 	but excluding any claim relating to rights under the Group Pension Scheme or personal
injury claims (though the Employee warrants that he is unaware of any circumstances
which would give rise to a claim under the Group Pension Scheme, or a personal injury
claim).
	 
	21.2	 	he will refrain from entering any application to an Employment Tribunal, any Australian
Tribunal or Commission and/or from instituting any proceedings in any Court (whether in the
United Kingdom, Australia or otherwise against the EPL, EPAL or any company in the Group in
respect of any claim listed in clauses 20 or 21.1 of this Agreement;
	 
	21.3	 	he is not in employment or in receipt of an offer of employment (whether verbal or in
writing) or involved in negotiating the terms of an offer of employment and does not expect to
receive an offer of employment within 28 days of the date of this Agreement;
	 
	21.4	 	he has not presented a Claim Form to an office of any employment tribunal or industrial
commission (whether in Australia or in the United Kingdom) or issued a claim form in the High
Court, County Court or any Australian court with actual or potential jurisdiction in
connection with his employment with EPAL, his secondment to EPL or the termination of his
employment and/or secondment;
	 
	22.	 	If the Employee acts in material breach of the warranties, conditions and obligations
set out in this Agreement or engages in conduct in repudiation of his Contract or his






 









 











page 8





	 	 	Secondment Agreement he agrees that the EPAL will be entitled to dismiss him,
and/or he will be deemed to have been dismissed, for cause and for serious
misconduct. In these circumstances:
	 
	22.1	 	the Employee will forfeit his right to any outstanding payments under this Agreement (with
the exception of the Bonus Payment); and
	 
	22.2	 	the Employee will immediately forfeit all unvested Option Entitlements and Stock
Entitlements.
	 
	23.	 	The Employee warrants and agrees that the following statements are true:
	 
	23.1	 	the Employee has received advice from a relevant independent adviser as to the terms and
effect of this Agreement, and in particular its effect on his ability to pursue his rights
before an Employment Tribunal;
	 
	23.2	 	the relevant independent adviser referred to in clause 23.1 is Nick Howard of Norton Rose
LLP whose address is at 3 More London Riverside, SE1 3AQ (“the Independent
Adviser”); and
	 
	23.3	 	there was in force when the Independent Adviser gave the advice referred to in clause 23.1 of
this Agreement a contract of insurance or an indemnity provided for members of a profession or
professional body covering the risk of a claim by the Employee in respect of loss arising in
consequence of the said advice.
	 
	24.	 	This Agreement satisfies the conditions for regulating compromise agreements under section
203(3) of the Employment Rights Act 1996, the Employment Rights Act 1996 as applied by section
14 of the Employment Relations Act 1999, section 18(1) of the Employment Tribunals
Act 1996, section 77(4A) of the Sex Discrimination Act 1975, section 72(4A) of the
Race Relations Act 1976, section 288(2B) of the Trade Union and Labour Relations
(Consolidation) Act 1992, paragraph 2 of Schedule 3A of the Disability Discrimination Act
1995 and the relevant subsections regulating compromise agreements in Regulation 35(3) of the
Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, the Public
Interest Disclosure Act 1998, the Employment Relations Act 1999, Regulation 41(4) of the
Transnational Information and Consultation of Employees Regulations 1999, the Employment
Rights Act as applied by Regulation 9 of the Part-time Workers (Prevention of Less Favourable
Treatment) Regulations 2000, the Employment Rights Act 1996 as applied by Regulation 10 of the
Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002,
paragraph 2(2) Schedule 4 of the Employment Equality (Sexual Orientation) Regulations
2003, paragraph 2(2) of Schedule 4 of the Employment Equality (Religion or Belief)
Regulations 2003, Regulation 40(4) of the Information and Consultation of Employees
Regulations 2004, paragraph 12 of the Schedule to the Occupational and Personal Pension
Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, the
Employment Rights Act 1996 as applied by Regulation 18 of the Transfer of
Undertakings (Protection of Employment) Regulations 2006, the Equal Pay Act 1970 as
amended the Equal Pay Directive, Schedule 5 of the Employment Equality (Age) Regulations 2006,
Part 2 of the Equality Act 2006 and the Equality Act (Sexual Orientation) Regulations 2007
and/or Article 141 of the Treaty of Rome all as subsequently consolidated, modified or
re-enacted from time to time.
	 
	25.	 	The Employee undertakes that, no earlier than 7 days before the Termination Date but not
later than the Termination Date, he will:-
	 
	25.1	 	re-affirm the provisions of this Agreement by signing the letter at Schedule 2; and





 









 








page 9





	25.2	 	procure that the Independent Adviser signs the acknowledgement set out at
Schedule 3.
	 
	26.	 	The Independent Adviser, by signing this Agreement, confirms that:
	 
	26.1	 	he has advised the Employee as to the nature of any and all claims listed in clauses 20 and
21.1 of this Agreement that the Employee may have against the Employer,
	 
	26.2	 	the statements set out in clauses 23.1, 23.2, 23.3 and 24 of this Agreement are true.
	 
	27.	 	For the purposes of this clause, “Third Party” means any company in the Group or any
employee, agent or officer of any company in the Group. Any Third Party will be entitled to
enforce the benefits conferred on it by this Agreement. The consent of a Third Party will not
be required for the variation or termination of this Agreement, even
if  that variation or
termination affects the benefits conferred on any Third Party.
	 
	28.	 	EPL and EPAL shall provide a written reference in relation to the Employee on request from a
prospective employer in the terms set out at Schedule 4 to this Agreement and shall respond to
any oral request for a reference in a manner consistent in tone and content with those terms.
	 
	29.	 	This Agreement is provided on a without prejudice and subject to contract basis but will
become open and binding on the parties at such time as it has been signed by both parties to
this Agreement and by the Independent Adviser.
	 
	30.	 	This Agreement is governed by and will be construed in accordance with the laws of England
and Wales and the parties hereto submit to the exclusive jurisdiction of the English courts.
This Agreement shall be enforceable in any jurisdiction, including without restriction
Australia and New South Wales.





AS WITNESS the hands of the parties on the day and the year first stated above.




	 	 	 	 	 	 	 
	Signed for and on behalf of

	 	 	 	/s/ S. Alli
 

	 	 
	EPAY LIMITED by its

	 	 	 	Director	 	 
	duly authorised representative

	 	
	 	Print name Selina Alli	 	 
	 
	 	 	 	 	 	 
	Signed for and on behalf of

	 	 	 	/s/ S. Alli
 

	 	 
	EPAY AUSTRALIA PTY LIMITED by its

	 	 	 	Director	 	 
	duly authorised representative

	 	 
	 	Print name Selina Alli	 	 
	 
	 	 	 	 	 	 
	Signed by
	 	 	 	 	 	 
	GARETH GUMBLEY

	 	 	 	/s/ Gareth Gumbley
 

	 	 
	 
	 	 	 	 	 	 
	Signed by
	 	 	 	 	 	 
	Nick Howard

(Independent Adviser)

	 	 	 	/s/ Nick Howard
 

	 	 








 









 






page 10




SCHEDULE 1




The Board of Directors

epay Ltd

2nd Floor

Kelting House

Southernhay

Basildon

Essex

SS14 1EL




12th March 2010




Dear Sirs



I hereby resign with immediate effect as a Director of the Company and from any other office
that I may hold in any other company in the Group.




	 	 	 

	Yours faithfully
	 	 
	 
	/s/ Gareth Gumbley
 


Gareth Gumbley

	 	 






 











 






page 11




SCHEDULE 2




epay Ltd and epay Australia Pty Limited

c/o 2nd Floor, Kelting House

Southernhay

Basildon

Essex, SS14 1EL




[    ] 2010




Dear Sirs




Employment Matters



I refer to
the compromise agreement between epay Ltd, epay Australia Pty Limited and myself dated
10 March 2010 (the “Agreement”).



In respect of the period between the date of the Agreement and the date of this letter (the
“Additional Period”), I hereby:-





	1.	 	confirm and accept that the waiver and settlement wording set out in clause 20 applies to my
period of employment with EPAL and my secondment arrangements with EPL during the Additional
Period; and






	2.	 	restate and confirm each of the warranties and statements set
out in clauses 21, 21.1, 21.2,
21.3, 21.4, 21.5 and 21.6 of the Agreement in relation to the Additional Period.




I enclose an acknowledgement signed by the Independent Adviser (as defined in the Agreement)
in respect of this letter.




Yours faithfully




	 	 	 	 	 	 	 

	SIGNED as a DEED by

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Gareth Gumbley

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	In the presence of:

	 	 	)	 	 	 






	 	 	 	 	 

	Witness signature
	 	  
	 	 
	 
	Name

	 	  

	 	 
	 
	Address

	 	  

	 	 
	 

	 	 
	 	 
	 	 	 
	 
	Occupation
	 	 	 	 
	 

	 	 

	 	 






 









 





page 12



SCHEDULE 3



I, Nick Howard of Norton Rose LLP, 3 More London Riverside, SE1 3AQ, confirm that I
have given independent legal advice to Gareth Gumbley (the “Employee”) as to the terms and effect of the Compromise Agreement
entered into between him, epay Australia Pty Limited and epay Ltd (and the terms of the
confirmation letter dated [     ] from the Employee to epay Ltd and epay Australia Pty
Limited dated [     ]) and in particular its effect on the Employee’s ability to pursue the
Employee’s rights before an employment tribunal.



I confirm that I am a Solicitor of the Supreme Court holding a current practising
certificate and that I am neither employed by nor acting for epay Ltd. nor acting in
this matter for any Group Company. I confirm that there is, and was at the time I gave
the advice referred to above, in force a contract of insurance or indemnity provided
for members of a professional body covering for the risk of a claim by the Employee in
respect of any loss arising in consequence of the advice referred to above.




Signed                               




Dated                     





 









 





page 13




SCHEDULE 4




AGREED REFERENCE



TO WHOM IT MAY CONCERN



Gareth Gumbley was employed by epay Australia Pty Ltd (part of the Euronet group of companies
(the “Euronet Group”) from 01 November 2004 to 13 September 2010. Gareth was initially employed as
the Managing Director for the Euronet Group’s pre-paid operations in Australia and New Zealand.
Gareth led the expansion of the Australasian business and had key responsibility for the expansion
of the Euronet Group pre-paid business into India.



In May 2008, Gareth was promoted to Managing Director of the Euronet Group pre-paid (epay) global
operations. In this role (undertaken on secondment to epay Limited (UK), Gareth was responsible for
global strategic planning, operations and management of the Euronet Group pre-paid (epay)
operations.



Kevin Caponecchi




 









 





page 14




SCHEDULE 5




STOCK AND OPTIONS VESTING TO 23 DECEMBER 2010



Stock Entitlements




	 	 	 	 	 	 	 	 	 	 	 	 
	Grant Date	 	Stock/Option Class	 	Grant Type	 	Grant Quantity
	15.03.2010	 	 	EEFT (2006
Stock Incentive
Plan)
	 	RSUP	 	 	2,500	 
	23.03.2010	 	 	EEFT (2006
Stock Incentive
Plan)
	 	RSUP	 	 	7,875	 
	08.07.2010	 	 	EEFT (2006
Stock Incentive
Plan)
	 	RSU	 	 	8001	 
	21.09.2010	 	 	EEFT (2002
Stock Incentive
Plan)
	 	RSU	 	 	857	 
	19.12.2010	 	 	EEFT (2006
Incentive
Plan)
	 	RSU	 	 	1120	 
	15.3.2010	 	 	EEFT (2006
Incentive
Plan)
	 	RSU	 	 	480	 






Option Entitlements




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Grant Date	 	Stock/Option Class	 	Grant Type	 	Grant Quantity	 	Grant Price
	16.12.2010	 	 	EEFT (2006
Incentive
Plan)
	 	NQSO	 	 	1523	 	 	US$	10.10	 
	16.12.2010	 	 	EEFT (2006
Incentive
Plan)
	 	NQSO	 	 	2263	 	 	US$	10.10	 






 









 





page 15




SCHEDULE 6




AGREED RESTRICTIVE COVENANTS




	1.	 	The Employee agrees that he will not at any time prior to 31 December 2010 be employed by or
provide services, whether directly or indirectly, to any person, company, firm, venture,
business or operation conducting business or activities which are, which endeavour to be or
plan to be in competition with the Group’s Business. For the avoidance of doubt, it will not
be considered a violation of this Schedule 6 for the Employee to be employed by a financial
sponsor or non-strategic financial investor that has as part of its portfolio a company that
conducts business in competition with the Group’s Business, provided that the Employee is not
providing advice or management assistance to such company.






	2.	 	For the purposes of this Schedule 6, the “Group’s Business” is providing cash collection,
distribution and processing services for electronic payment and prepaid products of prepaid
mobile phone time,. The Employee agrees that without restricting the application of this
Schedule 6, the following businesses are in competition with the Group’s Business:






	 	2.1.	 	the Paypoint group of companies;
	 
	 	2.2.	 	the Payzone group of companies;
	 
	 	2.3.	 	the Incomm group of companies; and
	 
	 	2.4.	 	the Blackhawk group of companies.






	3.	 	The Employee further agrees that at no time prior to 31 December 2010 will the Employee in
competition with the Group’s Business:






	 	3.1.	 	canvass, solicit or endeavour to take away from EPL, EPAL or any Group company the
business or custom of any client, customer, business partner, customer or business partner
of EPL, EPAL or any Group company;
	 
	 	3.2.	 	endeavour to entice away from EPL, EPAL or the Group or in any way seek to affect the
terms of business on which EPL, EPAL and/or any Group company deal with any person, firm,
company or organisation who or which at any time prior to 31 December 2010, is or was an
agent or distributor of EPL, EPAL or any Group company with whom or which the Employee had
come into contact in the performance of his duties during his employment with EPAL and
secondment to EPL;
	 
	 	3.3.	 	canvass, solicit or endeavour to take away from EPL, EPAL or any Group company or deal
with any person, firm, company or organisation who or which at any time prior to 31
December 2010 is or was a supplier of goods or services to EPL, EPAL or any Group company,
from whom or which EPL, EPAL or any group Company had an exclusive right to receive
supplies of such goods or services within a given geographical area;
	 
	 	3.4.	 	endeavour to entice away from EPL, EPAL or any Group company or in any way seek to
affect the terms of business on which EPL, EPAL or any Group company deals with any person,
firm, company or organisation at any time prior to 31 December 2010 was a supplier of goods
or services to EPL, EPAL or to any Group company with whom or which the Employee come or
had come into contact in the performance of his duties during his employment with EPAL
and/or his secondment to EPL;
	 
	 	3.5.	 	for anytime prior to 31 December 2010 solicit or endeavour to entice away, or employ
and/or engage, any employee, consultant, agent, adviser or contractor engaged by





 









 





page 16





	 	 	 	EPL, EPAL or any Group company, with whom the Employee had material dealings in the
course of his employment with EPAL and/or his secondment to EPL.






	4.	 	The Employee agrees that the Group is a global business and that these restrictions will
apply in any geographical area in which the Employee had responsibility during his employment
with EPAL and/or his secondment to EPL.






	5.	 	The Employee agrees that if he acts in breach of the covenants specified in this Schedule 6
EPL and EPAL will be entitled to remedies for breach including, without limitation, damages
and injunctive relief.






	6.	 	The Employee agrees that in signing this Agreement, he agrees that his obligations as set out
above in this Schedule 6 (including his obligation not to compete with the Business) extend
only to restrictions which legitimately protect the business interests of EPL, EPAL and the
Group, and that such restrictions are reasonable in light of his light of your senior role
with the Group, and that such restrictions are reasonable






	7.	 	The Employee, EPL and EPAL agree that the covenants provided in this schedule 6 will supecede
and replace any restrictive covenants in any previous agreements between the Employee and EPL
and EPAL including the Contract, the Secondment Agreement, and any stock or option plans.





	 	 	 	 	 	 	 

	SIGNED as a DEED by

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	Gareth Gumbley

	 	 	)	 	 	/s/ Gareth Gumbley
	 
	 	 	 	 	 	 
	In the presence of:

	 	 	)	 	 	 






Witness signature     /s/ Stephen Gumbley        




Name                        Stephen Gumbley






Occupation               Setter