exv10w23






Exhibit 10.23




EURONET LONG-TERM INCENTIVE

STOCK OPTION PLAN




(As Last Amended and Restated in January 2009)



     1. Purpose of Plan. The purpose of the Euronet Long-Term Incentive Plan (the “Plan”)
is to (i) increase the ownership of common stock of Euronet Services Inc. (the “Company”) by those
key employees or independent consultants who are primarily responsible for the continued growth,
development and financial success of the Company and its subsidiaries, and (ii) attract and retain
such employees and consultants and reward them for the continued profitable performance of the
Company and its subsidiaries.



     The Plan was adopted by the Board of Directors of the Company (the Board”) on December 17,
1996. Certain stock option grants were made to employees and consultants of the Company or its
subsidiaries in agreements made prior to the date of adoption of this Plan (“Prior Grants”). This
Plan is intended to incorporate all such grants which shall, from the date the grantees under such
grants so acknowledge, be governed by this Plan.



     2. Definitions. The following definitions are applicable herein:



     “Adoption Date” — December 17, 1996, the date on which the original version of this Plan was
adopted by the Board.



     “Award” — individually or collectively, Options granted hereunder.



     “Board” — the Board of Directors of the Company.



     “Company” — Euronet Services Inc., acting for purposes of this plan through the Board. The
term “Company” as used herein shall also include any successor to the Company as provided in
Section 9.6 of this Plan.



     “Date of Grant” — the date on which the grant of an Award is authorized by the Company or
such other date as may be specified by the Company in such authorization.



     “Date of Retirement” — the date on which an employee of the Company or a Subsidiary retires
from such employment or the effective date of an Early Retirement.



     “Early Retirement” — the retirement of an employee of the Company or a Subsidiary prior to
the legally mandated age of retirement, if any, or that age provided in applicable policies of the
Company as such may be instituted from time to time.



     “Eligible Person” — any person employed or retained as a consultant by the Company or a
Subsidiary on a regular basis who satisfies all of the requirements of Section 5.3.



     “Fair Market Value” — the greater of (i) the per share price at which shares of the Company
were issued to or purchased by any party in the last transaction occurring prior to the date of the
exercise of the Option, and (ii) the net book value of the Company, divided by the number of the
Company shares outstanding at the time of the exercise of an Award by a Participant; provided that
the Fair Market Value shall always be at least equal to the par



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value of the Stock. In the event
that a public market is created for shares, then the Fair Market Value of a
share of common stock on any day shall be the closing sale quotation on the market with
respect to which such shares are traded as reported for such day or, if no such quotation is
reported for such day, the average of the high bid and low asked price of common stock as reported
for such day. If no quotation is made for the applicable day, the Fair Market Value of a share of
common stock on such day shall be determined in the manner set forth in the preceding sentence
using quotations for the next preceding day for which there were quotations, provided that such
quotations shall have been made within the ten (10) “trading” days preceding the applicable day.
Notwithstanding the foregoing, if no such information is available or if otherwise deemed necessary
or appropriate by the Option Committee, the Fair Market Value of a share of common stock on any day
shall be determined in good faith by the Option Committee taking into account all relevant material
facts and circumstances.




     “Group of Persons” — a “group” as such term is defined in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder (the
“Exchange Act”).



     “Option” or “Stock Option” — an option granted under Section 5 of this Plan.



     “Option Committee” — an Option Committee created by the Board. It is acknowledged that no
such committee exists as of the time of the adoption of this Plan and until such creation all
functions attributed hereunder to the Option Committee shall be exercised by the Board.



     “Optionee” — any person to whom an Option is granted under this Plan.



     “Option Period” or “Option Periods” — the period or periods during which an Option is
exercisable as described in Section 5.6.



     “Option Shares” — shares purchase by an Optionee under an Option.



     “Owner” — a person or Group which owns shares, including a beneficial owner as defined under
the Exchange Act.



     “Participant” — an Eligible Person who has been granted an Award under this Plan.



     “Person” — any individual or legal entity of any form whatsoever.



     “Plan” — this Euronet Long Term Incentive Stock Option Plan.



     “Securities Act” — the laws and regulations of any jurisdiction governing the issuance and
trading of securities, including, without limitation, the U.S. Securities Act of 1933.



     “Stock Option Agreement” — an agreement entered into by an Optionee and the Company pursuant
to Section 5 of this Plan.



     “Subsidiary” — any corporation of which 50% or more of the outstanding voting stock or voting
power is beneficially owned, directly or indirectly, by the Company.



     “Termination” — termination of the employment or the consulting arrangement of a



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person with
the Company or any Subsidiary. The Company may, in its discretion, determine whether any “leave of
absence” constitutes a Termination for purposes of this Plan and the impact, if any, of any such
leave of absence on Awards made under this Plan. The Company shall have the right to determine
whether the termination of a Participant’s employment or
consulting arrangement is a dismissal for cause and the date of Termination in such case,
which date the Company may retroactively deem to be the date of the action that constitutes cause
for dismissal. Such determinations of the Company shall be final, binding and conclusive.




     “Vested Shares” — shares of Stock with respect to which an Optionee’s purchase right under an
Option has vested in accordance with the terms of Section 5.6.



     3. Effective Date and Duration.



          3.1 Effective Date. This Plan shall be effective as of the Adoption Date.




          3.2 Period for Grant of Awards. Awards may be made as provided herein for a period of
ten (10) years after the Adoption Date.




          3.3 Termination. This Plan shall continue in effect until all matters relating to the
payment of Awards and administration of the Plan have been settled.




     4. Administration.



          4.1 The Board; Option Committee. The Plan shall be administered in accordance with
the terms of this Plan document by the Board or a committee thereof, provided that all questions of
interpretation regarding the terms and conditions pursuant to which Awards are granted, exercised
or forfeited under the provisions hereof, shall be subject to the determination of the Board or the
Option Committee, as the case may be. Any such determination shall be final and binding upon all
parties affected thereby.




          4.2 Indemnification. Each member of the Board or the Option Committee (and each
person to whom any of them has delegated any authority or power under this Plan) shall be
indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or
expense that may be imposed upon or incurred by such person in connection with or resulting from
any claim, action, suit, or proceeding to which such person may be a party or in which such person
may be involved by reason of any action or failure to act under the Plan; and (ii) any and all
amounts paid by such person in satisfaction of judgment in any such action, suit, or proceeding
relating to the Plan. Each person covered by this indemnification shall give the Company an
opportunity, at its own expense, to handle and defend the same before such person undertakes to
handle and defend it on such person’s own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled under the
Articles of Incorporation or By-Laws of the Company or any of its Subsidiaries, as a matter of law,
or otherwise, or of any other power that the Company may have to indemnify such person or hold such
person harmless.




          4.3 Reliance on Reports. Each member of the Board or the Option Committee (and each
person to whom any of them has delegated any authority or power under this Plan) shall be fully
justified in relying or acting in good faith upon any report made by the independent public
accountants of the Company and its Subsidiaries and upon


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any other information furnished in
connection with the Plan. In no event shall any person who is or shall have been a member of the
Board or the Option Committee be liable for any determination made or other action taken or any
omission to act in reliance upon any such report or information or for any action taken, including
the furnishing of information, or failure to act, if in good faith.




     5. Stock Options.



          5.1 Grant of Stock Options. The Company may, from time to time, grant Stock Options
for shares of common stock in the Company to one or more Eligible Persons, provided that: (i) all
grants must be approved in advance by the Board or by the Option Committee acting on behalf of the
Board; (ii) the aggregate number of shares of Stock subject to Stock Options under this Plan,
subject to any adjustment pursuant to Section 5.11, may not exceed Two Million Four Hundred
Thirteen Thousand Five Hundred and Eighty-Six (2,413,586) shares, plus all Prior Grants; (iii) in
the event that a Stock Option lapses or the rights of the Participant to whom it as granted
terminate, any shares of Stock subject to such Option shall again be available for the grant of an
Option to another Eligible Person under this Plan; and (iv) shares of Stock delivered by the
Company under this Plan may be either authorized and unissued Stock, Stock held in the treasury of
the Company or Stock purchased on the open market (including private purchases), in accordance with
any applicable Securities Act.




          5.2 Payment Nature of Option. All Options granted shall be in consideration of
services performed for the Company or its Subsidiaries by the Optionee. All Options granted shall
constitute a special incentive payment to the Optionee and shall not be taken into account in
computing the amount of salary or compensation of the Optionee for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan
of the Company or under any agreement between the Company and the Optionee, unless such plan or
agreement specifically otherwise provides.




          5.3 Eligibility. Key employees and consultants of the Company and its Subsidiaries
(including employees and consultants who are members of the Board) who, in the opinion and sole
discretion of the Company, are primarily responsible for the continued growth and development and
financial success of the business of the Company or one or more of its Subsidiaries shall be
eligible to be granted Awards under the Plan. Subject to the provisions of this Plan, the Company
may from time to time select from such Eligible Persons those to whom Awards shall be granted and
determine the nature and amount of each Award. The Company shall not be under any obligation to
grant any employee or consultant of the Company or its Subsidiaries an Award under this Plan.




          5.4 Non-Uniform Determinations. The Company’s determinations under this Plan need not
be uniform and may be made by it selectively among Eligible Persons who receive, or are eligible to
receive, Options (whether or not such persons are similarly situated). Without limiting the
generality of the foregoing, the Company shall be entitled, among other things, to make non-uniform
and selective determinations which may, inter alia, reflect the specific terms of
individual employment or consulting agreements, and to enter into non-uniform and selective Option
Agreements, as to (a) the persons qualified to receive Options and (b) the terms and conditions of
Options.




          5.5 Number of Shares of Stock Subject to Option. In determining the size of Options
to be granted, the Company shall take into account a prospective Participant’s job


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responsibilities, level, performance, potential, cash compensation level, the Fair Market Value of
the Stock at the time of granting the Award, as well as such other considerations it deems
appropriate.




          5.6 Stock Option Terms. Each Option granted under this Plan shall be evidenced by a
Stock Option Agreement between the Company and the Participant under terms and conditions approved
by the Company, provided, however, that unless otherwise provided in the Stock Option Agreement,
the following terms and conditions shall apply:




               (1) The Optionee’s right to exercise the Options granted shall vest
over a period of five years, in five tranches, each equal to one-fifth of the total number of
shares of Stock which are the subject of an Option grant. One tranche shall vest on each
anniversary of the Date of Grant for five years after the Date of Grant.



               (2) The Options are exercisable with respect to Vested Shares either in total or in part, with
a partial exercise not affecting the exercisability of the balance of the Option.



               (3) Each Option shall cease to be exercisable as to any share of Stock, at the earliest of (i)
the Optionee’s purchase of the entire amount of Stock to which the Option relates or (ii) the lapse
of the Option in accordance with Section 5.8 below.



               (4) Options are not transferable by the Optionee except by will or the laws of descent and
distribution and shall be exercisable (i) during the Optionee’s lifetime only by the Optionee, or
by the Optionee’s guardian or legal representative or (ii) after an Optionee’s death by the
Optionee’s beneficiary or representative of the estate of the Optionee as provided in Section 5.8.
In the event a Stock Option Agreement establishes an Option Period which does not begin immediately
upon the grant thereof, such agreement may initially provide, or the Company may at any time
thereafter unilaterally amend it to provide, for the immediate exercisability of the Option granted
therein upon the occurrence of events determined by the Company, in its sole discretion, to justify
such immediate exercisability.



               (5) The Option price per share of Stock shall be 100% of the Fair Market Value at the Date of
Grant.



               (6) The Option price for an Option shall be payable in full at the time of the exercise of
the Option by any of the following methods:




          (i) cash or certified bank check;




          (ii) through the sale of the Company’s common stock acquired on exercise of the
Option through a broker-dealer to whom the Optionee has submitted an irrevocable
notice of exercise and irrevocable instructions to deliver promptly to the Company
the amount of sale or loan proceeds sufficient to pay for such shares of the
Company’s common stock, together with, if requested by the Company, the amount of
federal, state, local or foreign withholding taxes payable by the Optionee by reason
of such exercise,




          (ii) through simultaneous sale through a broker of the Company’s common stock
acquired on exercise, as permitted under Regulation T of the


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Federal Reserve Board,


          (iii)
by delivery to the Company of certificates representing the number of shares of the Company’s common stock then owned by the Optionee, the Fair Market
Value of which equals the aggregate Option price, or, in lieu of delivering shares
of common stock having a Fair Market Value in the aggregate equal to such Option
price, as provided above, by submitting to the Company a statement affirming
ownership by the Optionee of such number of shares of Common Stock and request that
such shares, although not actually surrendered, be deemed to have been surrendered
by the Optionee as payment of the exercise price, or




          (iv) by a “net exercise” arrangement pursuant to which the Company will not
require a payment of the Option price but will reduce the number of shares of
Company common stock upon the exercise by the largest number of whole shares that
has a Fair Market Value on the date of exercise that does not exceed the aggregate
Option price.



          5.7 Dividend Equivalency. Any Option may, in the discretion of the Company, provide
for dividend equivalency rights under which the Participant shall be entitled to additional
payments, in the nature of compensation, equal to the amount of dividends which would have been
paid, during the period such Option is held, on the number of shares of Stock equal to the number
of shares subject to such Option.




          5.8 Lapse of Option. An Option will lapse upon the first occurrence of one of the
following circumstances: (i) 10 years from the Date of Grant; (ii) on the 90th day following the
Optionee’s Date of Retirement; (iii) on the date which is 60 days after an Optionee’s Termination;
or (iv) at the expiration of the Option Period set forth in the Stock Option Agreement; provided
that the Option Committee may, on a case by case basis, permit extension of the period of time
within which an Optionee may exercise Options beyond the 90-day, 60-day or six month periods
provided in subsections (ii) and (iii) above, and the following sentence, respectively. If,
however, the Optionee dies within the Option Period and prior to the lapse of the Option, the
Option shall lapse unless it is exercised within the Option Period or one year from the date of the
Optionee’s death, whichever is earlier, by the Optionee’s beneficiary, legal representative or
representatives or by the person or persons entitled to do so under the Optionee’s will or, if the
Optionee shall fail to designate a beneficiary or make a testamentary disposition of such Option or
shall die intestate, by the person or persons entitled to receive said Option under the applicable
laws of descent and distribution.




          5.9 Change in Control.




               (1) “Change In Control” shall be deemed to have occurred upon the happening of any of the
following events: (i) any Person or Group of Persons (other than any shareholder of the Company as
of the Adoption Date), becomes the Owner, directly or indirectly, whether by purchase, acquisition
or otherwise, of 50% or more of the outstanding shares of the Company; or (ii) the Company’s
shareholders approve an agreement to merge, consolidate, liquidate, or sell all or substantially
all of the Company’s assets. The Company shall give prompt notice to all Optionees in the event it
becomes aware that a Change In Control has occurred.



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               (2) Upon the event of a Change in Control: (i) any Option outstanding prior to the date of
the Change in Control shall become, notwithstanding any other provision of this Plan or any Stock
Option Agreement, fully vested and immediately exercisable; and (ii) the Company may, in its sole
discretion and subject to the provisions of Section 7 below, amend any Stock Option Agreement in
such manner as it deems appropriate, but only as to those Options which have not been exercised.



               (3) Whenever deemed appropriate by the Company, any action referred to in Section 5.9(2)(ii)
may be made conditional upon the consummation of the applicable Change in Control transaction.



          5.10 Restrictions. In furtherance of the foregoing, at the time of any exercise of an
Option, the Company may, if it shall determine it necessary or desirable for any reason, require
the Optionee, as a condition to the exercise thereof, to deliver to the Company a written
representation of the Optionee’s present intention to purchase the Stock for investment and not
for distribution. Each Option shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that either (i) the registration or qualification of
Stock subject to an Option under any Securities Act, or (ii) the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in connection with,
the issue or purchase of Stock thereunder, the Option may not be exercised in whole or in part
unless such registration, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.




          5.11 Changes in Capital Structure. In the event of any change in the outstanding
shares of Stock by reason of any stock dividend or split, recapitalization, combination or exchange
of shares or other similar changes in the Stock, then appropriate adjustments shall be made in the
shares of Stock theretofore awarded to the Optionees and in the aggregate number of shares of Stock
which may be awarded pursuant to the Plan. Such adjustments shall be made by the Company and shall
be binding and conclusive for all purposes. Additional shares of Stock issued to a Optionee as the
result of any such change shall bear the same restrictions as the shares of Stock to which they
relate.




     6. Other Payments or Options. Nothing contained in this Plan shall be deemed, in any
way, to limit or restrict the Company from granting an option to purchase Stock or payment to any
person under any other plan, arrangement or understanding, whether now existing or hereafter in
effect.



     7. Amendment and Termination. The Board may, from time to time, suspend, discontinue,
revise or amend this Plan in any respect whatsoever provided however that no such amendment shall
materially impair any rights or materially increase any obligations under any outstanding Award
without the consent of the Participant (or, upon the Participant’s death or adjudication of mental
incapacity, the person having the right to exercise the Award).



     8. Miscellaneous Provisions.



          8.1 Non-transferability. Except as otherwise provided by the Option Committee on a
case by case basis, no benefit provided under this Plan shall be subject to alienation or
assignment by a Optionee (or by any person entitled to such benefit pursuant to the terms of this
Plan), nor shall it be subject to attachment or other legal process of whatever nature. Any
attempted alienation, assignment or attachment shall be void and of no effect


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whatsoever. Payment
shall be made only to the Optionee entitled to receive the same or said Optionee’s authorized legal
representative.




          8.2 No Employment Right or Right of Retainer. Neither this Plan nor any action taken
hereunder shall be construed as giving any right to be retained as an officer, employee or
consultant of the Company or any of its Subsidiaries.




          8.3 Tax Withholding. Either the Company or a Subsidiary, as appropriate, shall have
the right to deduct from all Awards paid in cash any taxes as it deems to be required by law to be
withheld with respect to such cash payments. In the case of Awards paid in Stock, the employee or
other person receiving such Stock may be required to pay to the Company or a Subsidiary, as
appropriate, the amount of any such taxes which the Company or a Subsidiary is required to withhold
with respect to such Stock. At the request of an Optionee, or as required by law, upon the
exercise of an Option, such sums as may be required for the payment of any estimated or accrued
income tax liability may be withheld or paid by the Optionee to the Company and remitted to the
governmental entity entitled to receive the same. Without
limitation, the Company may permit the Optionee to pay all minimum required amounts of tax
withholding, or any part thereof, by electing to transfer to the Company, or to have the Company
withhold from shares of the Company’s common stock otherwise issuable to the Optionee, shares
having a value equal to the minimum amount required to be withheld under federal, state or local
law or such lesser amount as may be elected by the Optionee. For non-employees, including
non-employee directors, the Company may also permit the Optionee to transfer to the Company or have
the Company withhold from shares of Company common stock otherwise issuable to the Optionee, an
amount of shares determined by the Optionee necessary to cover applicable federal, state or local
income or self-employment taxes relating to the exercise, vesting or payment of the Option. All
elections shall be subject to the approval or disapproval of the Option Committee or its delegate.
The value of shares of common stock to be withheld shall be based on the Fair Market Value of the
common stock on the date that the amount of tax to be withheld is to be determined (the “Tax
Date”), as determined by the Option Committee. Any such elections by Optionee to have shares of
common stock withheld for this purpose will be subject to the following restrictions:




               (1) All elections must be made prior to the Tax Date;



               (2) All elections shall be irrevocable; and



               (3) If the Optionee is an officer or director of the Company within the meaning of Section 16
of the Exchange Act (“Section 16”), the Optionee must satisfy the requirements of such Section 16
and any applicable rules thereunder with respect to the use of Common Stock to satisfy such tax
withholding obligation.



          8.4 Fractional Shares. Any fractional shares concerning Awards shall be eliminated at
the time of payment or payout by rounding down for fractions of less than one-half and rounding up
for fractions of equal to or more than one-half. No cash settlements shall be made with respect to
fractional shares eliminated by rounding.




          8.5 Government and Other Regulations. The obligation of the Company to make payment
of Awards in Stock or otherwise shall be subject to all applicable laws, rules and regulations, and
to such approvals by any government agencies as may be required. If


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Stock awarded under the Plan
may in certain circumstances be exempt from registration under the Securities Act, the Company may
restrict its transfer in such manner as it deems advisable to ensure such exempt status.




          8.6 Company Successors. In the event the Company becomes a party to a merger,
consolidation, sale of substantially all of its assets or any other corporate reorganization in
which the Company will not be the surviving corporation or in which the holders of the Stock will
receive securities of another corporation (in any such case, the “New Company”), then the New
Company shall assume the rights and obligations of the Company under this Plan.




          8.7 Governing Law. All matters relating to the Plan or to Awards granted hereunder
shall be governed by the laws of the State of Delaware.




          8.8 Relationship to Other Benefits. No payment under the Plan shall be taken into
account in determining any benefits under any other pension, retirement, profit-sharing or group
insurance plan of the Company or any Subsidiary.




          8.9 Expenses. The expenses of administering the Plan shall be borne by the Company
and its Subsidiaries.




          8.10 Titles and Headings. The titles and headings of the sections in the Plan are for
convenience of reference only, and in the event of any conflict, the text of the Plan, rather than
such titles and headings, shall control.





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