exv10w22






Exhibit 10.22




EURONET WORLDWIDE, INC.

EMPLOYEE STOCK PURCHASE PLAN




ARTICLE I

INTRODUCTION




     1.01 Purpose. The Euronet Worldwide, Inc. Employee Stock Purchase Plan (the “Plan”) is
intended to provide a method whereby employees of Euronet Worldwide Inc. (the “Company”) and its
Eligible Subsidiary Companies (as defined below) will have an opportunity to acquire a proprietary
interest in the Company through the purchase of shares of the Common Stock of the Company.



     1.02 Rules of Interpretation. It is the intention of the Company to have the Plan qualify as
an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as
amended (the “Code”). The provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of the Code.



ARTICLE II

DEFINITIONS




     2.01 “Board” shall mean the Board of Directors of the Company.



     2.02 “Compensation” shall mean the gross cash compensation (including, wage, salary and
overtime earnings) paid by the Company or any Eligible Subsidiary Company to a participant in
accordance with the terms of employment, but excluding all bonus payments, expense allowances and
compensation paid in a form other than cash.



     2.03 “Committee” shall mean the individuals described in Article XI.



     2.04 “Eligible Subsidiary Company” shall mean each Subsidiary Company the employees of which
are entitled to participate in the Plan, as listed or referred to on Schedule 2.03 hereto, subject
to the discretion of the Board or the Plan Representative at any time and from time to time to
approve changes the designations within Schedule 2.03 from among a group consisting of Subsidiary
Companies.



     2.05 “Employee” shall mean any person employed by the Company or any Eligible Subsidiary
Company, including any full-time, part-time or temporary employee.



     2.06 “Fair Market Value” shall mean as of any date, the value of Common Stock of the Company
determined as follows:



 









 






	 	(a)	 	If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market or
The Nasdaq SmallCap Market of The Nasdaq Stock 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 on
the date of such determination, as reported in The Wall Street Journal or such
other source as the Board deems reliable;
	 
	 	(b)	 	If the Common Stock is 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 Common Stock on the date of such
determination, as reported in The Wall Street Journal or such other source as the
Board deems reliable; or
	 
	 	(c)	 	In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the Board.





     2.07 “Plan Representative” shall mean any person designated from time to time by the
Committee to receive certain notices and take certain other administrative actions relating to
participation in the Plan.



     2.08 “Subsidiary Company” shall mean any present or future corporation which is or becomes a
“Subsidiary Company” of the Company as that term is defined in Section 424 of the Code.



ARTICLE III

ELIGIBILITY AND PARTICIPATION




     3.01 Initial Eligibility. Each Employee who shall have completed three consecutive months of
employment with the Company or any corporation or entity acquired by the Company or any Eligible
Subsidiary Company and shall be employed by the Company or any Eligible Subsidiary Company on the
date his or her participation in the Plan is to become effective shall be eligible to participate
in Offerings (as defined below) under the Plan which commence after such three-month period has
concluded. Persons who are not Employees shall not be eligible to participate in the Plan.



     3.02 Restrictions on Participation. Notwithstanding any provision of the Plan to the
contrary, no Employee shall be granted an option to purchase shares of Common Stock under the Plan:




	 	(a)	 	if, immediately after the grant, such Employee would own stock
and/or hold outstanding options to purchase stock possessing 5% or more of the





2









 











total combined voting power or value of all classes of stock of the Company (for
purposes of this paragraph, the rules of Section 424(d) of the Code shall apply in
determining stock ownership of any Employee); or




	 	(b)	 	which permits such Employee’s rights to purchase stock under all
employee stock purchase plans (as that term is defined in Section 423(b) of the
Code) of the Company to accrue at a rate which exceeds $25,000 of fair market
value of the stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.





     3.03 Commencement of Participation. An eligible Employee may become a participant by
completing an enrollment form provided by the Company and filing the completed form with the Plan
Representative on or before the filing date set therefor by the Committee, which date shall be
prior to the Offering Commencement Date for the next following Offering (as such terms are defined
below), unless a later time for submission of the form is set by the Committee for all eligible
Employees with respect to a given Offering Period. Payroll deductions for a participant shall
commence on the next following Offering Commencement Date after the Employee’s authorization for
payroll deductions becomes effective and shall continue until termination of the Plan or the
participant’s earlier termination of participation in the Plan. Each participant in the Plan shall
be deemed to continue participation until termination of the Plan or such participant’s earlier
termination of participation in the Plan pursuant to Article VIII below.



ARTICLE IV

STOCK SUBJECT TO THE PLAN AND OFFERINGS




     4.01 Stock Subject to the Plan. Subject to the provisions of Section 12.04 of the Plan, the
Board shall reserve initially for issuance under the Plan an aggregate of five hundred thousand
(500,000) shares of the Company’s common stock (the “Common Stock”), which shares shall be
authorized but unissued shares of Common Stock. If, on a given Offering Termination Date, the
number of shares with respect to which options are to be exercised exceeds the number of shares
then available under the Plan, the Committee shall make a pro rata allocation of the shares
remaining available for purchase in as uniform manner as shall be practicable and as it shall
determine to be equitable. The Board may from time to time reserve additional shares of authorized
and unissued Common Stock for issuance pursuant to the Plan; provided, however, that at no time
shall the number of shares of Common Stock reserved be greater than permitted by applicable law.



     4.02 Offerings. The Plan shall be implemented by a series of Offerings of the Company’s
Common Stock (the “Offerings”) of three (3) months duration, with new Offerings commencing on or
about January 1, April 1, July 1 and October 1 of each year



3









 





(or at such other dates as the Committee shall determine); provided that the first Offering
will be for the period commencing February 1, 2003 and ending March 31, 2003. The first day of
each Offering shall be deemed the “Offering Commencement Date” and the last day the “Offering
Termination Date” for such Offering. The Committee shall have the power to change the duration
and/or the frequency of future Offerings without stockholder approval if such change is announced
at least five (5) days prior to the beginning of the first Offering to be affected and the duration
of such Offering does not exceed twenty-seven (27) months. Each Offering shall be in such form and
shall contain such terms and conditions as the Committee shall deem appropriate, which shall comply
with the requirements of Section 423(b)(5) of the Code that all Employees granted options to
purchase shares of Common Stock under the Plan shall have the same rights and privileges. The Plan
shall continue until terminated in accordance with Section 12.05.




ARTICLE V

PAYROLL DEDUCTIONS AND SUBSCRIPTIONS




     5.01 Amount of Deduction. The form described in Section 3.03 will permit a participant to
elect during each Offering (except Offerings as to which the participant is suspended from
participating in accordance with Section 8.02) payroll deductions to occur in an amount determined
by the participant. In addition, for each Eligible Subsidiary Company that establishes a sub-plan
pursuant to Section 11.04(b), the Plan Representative may in its discretion permit employees of the
Eligible Subsidiary Company to subscribe to pay the Company a fixed dollar amount in one payments
completed on or before the Offering Termination Date. In all cases, the amount of each
participant’s payroll deductions or subscriptions may be limited in order to comply with the
requirements of Section 3.02(b).



     5.02 Participant’s Account. All payroll deductions and payments made for or by a participant
pursuant to Section 5.01 shall be credited to an account established for such participant under the
Plan.



     5.03 Changes in Payroll Deductions and Payments. A participant may reduce or increase future
payroll deductions or payments made pursuant to Section 5.01 by filing with the Plan Representative
a form provided by the Company for such purpose. The effective date of any increase or reduction
in future payroll deductions or payments pursuant to Section 5.01 will be the next Offering
Commencement Date that both succeeds processing of the change form and involves an Offering in
which the participant is eligible to participate, taking into account any suspension of
participation that Section 8.02 requires. A participant’s changed enrollment election pursuant to
Section 5.01 shall remain in effect for successive Offerings unless terminated as provided in
Section 8.01.



4









 





ARTICLE VI

GRANTING OF OPTION




     6.01 Number of Option Shares. On or prior to the Offering Commencement Date, the Committee
shall specify a maximum number of shares of Common Stock that may be purchased by each participant
during the Offering subject to any adjustment pursuant to Section 12.04, the limitations of Section
3.02(b) and 4.01, and any suspensions of participation pursuant to Section 8.02. For each Offering
commencing on or after February 1, 2003, the maximum number of shares which may be purchased by
each participant during the Offering shall not exceed 3,000 shares (subject to the discretion of
the Plan Representative to increase or decrease this limit on a prospective basis, through advance
written notice to Plan participants).



     6.02 Offering Price. The option price of Common Stock purchased with payroll deductions made
during any Offering (the “Offering Price”) for a participant therein shall be the lesser of:




	 	(a)	 	85% of the Fair Market Value of the shares of Common Stock on the
Offering Commencement Date, or






	 	(b)	 	85% of the Fair Market Value of the shares of Common Stock on the
Offering Termination Date.





ARTICLE VII

EXERCISE OF OPTION




     7.01 Automatic Exercise. Each Plan participant’s option for the purchase of stock with
payroll deductions (or payments pursuant to Section 5.01) made during any Offering will be deemed
to have been exercised automatically on the applicable Offering Termination Date for the purchase
of the number of shares of Common Stock which the accumulated payroll deductions and payments
pursuant to Section 5.01 in the participant’s account at the time will purchase at the applicable
Offering Price (but not in excess of the number of shares for which outstanding options have been
granted to the participant pursuant to Section 6.01).



     7.02 Withdrawal of Account. No participant in the Plan shall be entitled to withdraw any
amount from the accumulated payroll deductions (and contributions pursuant to Section 5.01) in his
or her account; provided, however, that a participant’s accumulated payroll deductions (and
contributions pursuant to Section 5.01) shall be refunded to the participant as and to the extent
specified in Section 8.01 below upon termination of such participant’s participation in the Plan.



5









 





     7.03 Fractional Shares. Fractional shares of Common Stock may be issued under the Plan.



     7.04 Exercise of Options. During a participant’s lifetime, options held by such participant
shall be exercisable only by such participant.



     7.05 Delivery of Stock. As promptly as practicable after the Offering Termination Date of
each Offering, the Company will deliver to each participant in such Offering, as appropriate, the
shares of Common Stock purchased therein upon exercise of such participant’s option. The Company
may deliver such shares in certificated or book entry form, at the Company’s sole election.



     7.06 Stock Transfer Restrictions. The Plan is intended to satisfy the requirements of
Section 423 of the Code. A participant will not obtain the benefits of this provision if such
participant disposes of shares of Common Stock acquired pursuant to the Plan within two (2) years
from the Offering Commencement Date or within one (1) year from the date such Common Stock is
purchased by the participant, whichever is later.



ARTICLE VIII

WITHDRAWAL




     8.01 In General. A participant may stop participating in the Plan at any time by giving
written notice to the Plan Representative. Upon processing of any such written notice, no further
payroll deductions will be made from the participant’s Compensation during such Offering or
thereafter, unless and until such participant elects to resume participation in the Plan, in
accordance with Section 8.02 hereof, by providing written notice to the Plan Representative
pursuant to Section 3.03 above. Such participant’s payroll deductions and payments accumulated
pursuant to Section 5.01 prior to processing of such notice shall be applied toward purchasing
shares of Common Stock in the then-current Offering as provided in Section 7.01 above. Any cash
balance remaining after the purchase of shares in such Offering shall be refunded promptly to such
participant.



     8.02 Effect on Subsequent Participation. A participant’s withdrawal from an Offering
pursuant to Section 8.01 (including as a deemed withdrawal a participant’s failure to make all
subscription payments required pursuant to Section 5.01 on or before an Offering Termination Date)
will result in the participant’s suspension from Plan participation for the remaining of the
Offering and for the subsequent three Offerings. The participant’s suspension will not thereafter
have any effect upon such participant’s eligibility to participate in any succeeding Offering or in
any similar plan which may hereafter be adopted by the Company and for which such participant is
otherwise eligible.



6









 





     8.03 Termination of Employment. Upon termination of a participant’s employment with the
Company or any Eligible Subsidiary Company (as the case may be) for any reason, including
retirement or death, then —



     (i) any shares that the Company or the Plan holds for the participant pursuant to the Plan
will be issued and delivered to the participant (or the participant’s estate in the event the
particiant is deceased) unless the Plan Representative determines in its discretion that the
participant has before such employment termination date provided directions (in a form and manner
acceptable to the Plan Representative) that are sufficient and timely to permit a transfer of such
shares within the thirty-day period following the participant’s termination of employment; and



     (ii) the participant’s payroll deductions and contributions accumulated pursuant to Section
5.01 prior to such termination, if any, shall be refunded to him or her, or, in the case of his or
her death, to the person or persons entitled thereto under Section 12.01, and his or her
participation in the Plan shall be deemed to be terminated.



     8.04 Hardship Withdrawal. Hardship distributions may be made without suspension of a
participant’s right to re-enroll in a future Offering (as otherwise required under Section 8.02).
A participant will be considered to have a hardship if a distribution is necessary to pay —




	 	•	 	any of the following expenses with respect to the participant, the
participant’s spouse or significant other, or a member of the participant’s
immediate family: uninsured medical expenses, or tuition or related expenses for
the next 12 months of post-secondary education,
	 
	 	•	 	expenses associated with the purchase of the participant’s principal
residence,
	 
	 	•	 	the costs necessary to avoid foreclosure or eviction from the
participant’s principal residence,
	 
	 	•	 	any amount the participant requests within 90 days following the
death of the participant’s spouse or significant other, or
	 
	 	•	 	any amount the participant’s designated beneficiary requests within
90 days following the death of the participant.





ARTICLE IX

INTEREST




     9.01 Payment of Interest. No interest will be paid or allowed on any money paid into the
Plan or credited to the account of or distributed to any participant Employee.



7









 





ARTICLE X

STOCK




     10.01 Participant’s Interest in Option Stock. No participant will have any interest in
shares of Common Stock covered by any option held by such participant until such option has been
exercised as provided in Section 7.01 above.



     10.02 Registration of Stock. Shares of Common Stock purchased by a participant under the
Plan will be registered in the name of the participant, or, if the participant so directs by
written notice to the Plan Representative prior to the Offering Termination Date applicable
thereto, in the names of the participant and one such other person as may be designated by the
participant, as joint tenants with rights of survivorship or as tenants by the entireties, to the
extent permitted by applicable law.



     10.03 Restrictions on Exercise. The Committee may, in its discretion, require as conditions
to the exercise of any option that the shares of Common Stock reserved for issuance upon the
exercise of such option shall have been duly listed, upon official notice of issuance, upon a stock
exchange or market, and that either:




	 	(a)	 	a registration statement under the Securities Act of 1933, as amended,
with respect to said shares shall be effective, or






	 	(b)	 	the participant shall have represented at the time of purchase, in form
and substance satisfactory to the Company, that it is his or her intention to
purchase the shares for investment and not for resale or distribution.





ARTICLE XI

ADMINISTRATION




     11.01 Appointment of Committee. The Board shall appoint a committee (the “Committee”) to
administer the Plan, which shall consist solely of no fewer than three “non-employee directors” (as
defined in Rule 16b-3(a)(3) promulgated under the Securities Act of 1933, as amended).



     11.02 Authority of Committee. Subject to the express provisions of the Plan, the Committee
shall have plenary authority in its discretion to interpret and construe any and all provision of
the Plan, to adopt rules and regulations for administering the Plan, and to make all other
determinations deemed necessary or advisable for administering the Plan. The Committee’s
determination of the foregoing matters shall be conclusive. Without regard to whether any
participant rights may be considered to have been “adversely affected,” the Committee shall be
entitled to limit the frequency and/or number of changes in the amount withheld during an Offering,
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



8









 





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 purchase of Common Stock for each participant properly
correspond with amounts withheld from the participant’s Compensation, and establish such other
limitations or procedures as the Committee determines in its sole discretion advisable that are
consistent with the Plan.




     11.03 Rules Governing the Administration of the Committee. The Board may from time to time
appoint members of the Committee in substitution for or in addition to members previously appointed
and may fill vacancies, however caused, in the Committee. The Committee may select one of its
members as its chairman, shall hold its meetings at such times and places as it shall deem
advisable, and may hold telephonic meetings. All determinations of the Committee shall be made by
a majority of its members. A decision or determination reduced to writing and signed by a majority
of the members of the Committee shall be as fully effective as if it had been made by a majority
vote at a meeting duly called and held. The Committee may appoint a secretary and shall make such
rules and regulations for the conduct of its business as it shall deem advisable.



     11.04 Rules For Foreign Jurisdictions And Non-423 Plan.


          (a) Local Rules and Procedures. The Company may adopt rules or procedures relating to the
operation and administration of the Plan to accommodate the specific requirements of local laws and
procedures. Without limiting the generality of the foregoing, the Company is specifically
authorized to adopt rules and procedures regarding handling of payroll deductions, payment of
interest, conversion of local currency, payroll tax, withholding procedures and handling of stock
certificates which vary with local requirements.


          (b) Sub-Plans. The Company may also adopt sub-plans applicable to particular Subsidiary
Companies or locations, which sub-plans may be designed to be outside the scope of Code section
423. The rules of such sub-plans may take precedence over other provisions of this Plan, but
unless otherwise superseded by the specific terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan. Schedule 11.04(b) hereto designates all Subsidiary
Companies that are establishing sub-plans as of the Effective Date. These Subsidiary Companies are
becoming Eligible Subsidiary Companies as of the Effective Date for all purposes of the Plan except
they are not adopting the Plan pursuant to Code section 423 and are therefore outside its scope.



ARTICLE XII

MISCELLANEOUS




9









 








     12.01 Designation of Beneficiary. A participant may file with the Plan Representative a
written designation of a beneficiary who is to receive any shares of Common Stock and/or cash under
the Plan upon the participant’s death. Such designation of beneficiary may be changed by the
participant at any time by written notice to the Plan Representative. Upon the death of a
participant and receipt by the Company of proof of identity and existence at the participant’s
death of a beneficiary validly designated by the participant under the Plan, and subject to Article
VIII above concerning withdrawal from the Plan, the Company shall deliver such shares of Common
Stock and/or cash to such beneficiary. In the event of the death of a participant lacking a
beneficiary validly designated under the Plan who is living at the time of such participant’s
death, the Company shall deliver such shares of Common Stock 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 of Common Stock and/or cash to the spouse or to any one or more dependents of the
participant, in each case without any further liability of the Company whatsoever under or relating
to the Plan. No beneficiary shall, prior to the death of the participant by whom he or she has
been designated, acquire any interest in the shares of Common Stock and/or cash credited to the
participant under the Plan.



     12.02 Transferability. Neither payroll deductions or payments credited to any participant’s
account pursuant to Section 5.01 nor any option or rights with regard to the exercise of an option
or to receive Common Stock under the Plan may be assigned, transferred, pledged, or otherwise
disposed of in any way by the participant other than by will or the laws of descent and
distribution. Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may, in its discretion, treat such act as an election to
withdraw from participation in the Plan in accordance with Section 8.01.



     12.03 Use of Funds. All payroll deductions and payments received or held by the Company
under the Plan may be used by the Company for any corporate purpose. The Company shall not be
obligated to segregate such payroll deductions.



     12.04 Adjustment Upon Changes in Capitalization.




	 	(a)	 	If, while any options are outstanding under the Plan, the
outstanding shares of Common Stock of the Company have increased, decreased,
changed into, or been exchanged for a different number or kind of shares or
securities of the Company through any reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in the
number and/or kind of shares which are subject to purchase under outstanding
options and in the Offering Price or Prices applicable to such outstanding
options. In addition, in any such event, the number and/or kind of shares which
may be offered in the Offerings





10









 











described in Article IV hereof shall also be proportionately adjusted. No such
adjustments shall be made for or in respect of stock dividends. For purposes of
this paragraph, any distribution of shares of Common Stock to shareholders in an
amount aggregating 20% or more of the outstanding shares of Common Stock shall be
deemed a stock split, and any distribution of shares aggregating less than 20% of
the outstanding shares of Common Stock shall be deemed a stock dividend.




	 	(b)	 	Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation, or
upon a sale of substantially all of the property or capital stock of the Company
to another corporation, the holder of each option then outstanding under the Plan
will thereafter be entitled to receive at the next Offering Termination Date, upon
the exercise of such option, for each share as to which such option shall be
exercised, as nearly as reasonably may be determined, the cash, securities and/or
property which a holder of one share of the Common Stock was entitled to receive
upon and at the time of such transaction. The Board shall take such steps in
connection with such transactions as the Board shall deem necessary to assure that
the provisions of this Section 12.04 shall thereafter be applicable, as nearly as
reasonably may be determined, in relation to the said cash, securities and/or
property as to which each such holder of any such option might hereafter be
entitled to receive.





     12.05 Amendment and Termination.




	 	(a)	 	The Board may at any time and for any reason terminate or amend the
Plan. Except as provided in Section 12.04, no such termination can affect options
previously granted, provided that an Offering may be terminated by the Board on
any Offering Termination Date if the Board determinates that the termination of
the Offering or the Plan is in the best interests of the Company and its
stockholders. Except as provided in Section 12.04 and this Section 12.05, no
amendment may make any change in any option theretofore granted that adversely
affects the rights of any participant. To the extent necessary to comply with
Section 423 of the Code (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)	 	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





11









 











amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:




	 	(i)	 	altering the Offering Price for any Offering, including an
Offering underway at the time of the change in the Offering;
	 
	 	(ii)	 	shortening any Offering so that Offering ends on a new
Offering Termination Date, including an Offering underway at the time of the
Board action; and
	 
	 	(iii)	 	allocating shares.






Such modifications or amendments shall not require stockholder approval or the
consent of any participants.



     12.06 Effective Date. The Plan shall become effective as of February 1, 2003, regardless of
whether or not the Plan receives approval by the holders of a majority of the shares of Common
Stock present and represented at any special or annual meeting of the shareholders of the Company
duly held within 12 months after adoption of the Plan (because such approval is being sought solely
in order for the Plan to meet the requirements of Section 423 of the Code).



     12.07 No Employment Rights. The Plan does not, directly or indirectly, create in any person
any right with respect to continuation of employment by the Company or any Subsidiary Company, and
it shall not be deemed to interfere in any way with the Company’s or any Subsidiary Company’s right
to terminate, or otherwise modify, any employee’s employment at any time.



     12.08 Effect of Plan. The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each Employee participating in the
Plan, including, without limitation, such Employee’s estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.



     12.09 Governing Law. The law of the State of Delaware will govern all matters relating to
this Plan except to the extent superseded by the federal laws of the United States.



12









 





Schedule 2.03 to

Euronet Worldwide Inc. Employee Stock Purchase Plan




Eligible Subsidiary Companies





	1.	 	Euronet USA Inc.
	 
	2.	 	PaySpot, Inc.
	 
	3.	 	Euronet Worldwide, Inc.
	 
	4.	 	Euronet Payments & Remittance, Inc.
	 
	5.	 	Continental Exchange Solutions, Inc.
	 
	6.	 	RIA Telecommunications of New York, Inc.
	 
	7.	 	RIA Envia, Inc.
	 
	8.	 	Prepaid Concepts, Inc.
	 
	9.	 	Call Processing, Inc.
	 
	10.	 	Telecomnet, Inc.
	 
	11.	 	Continental Payment Solutions, Inc.





Schedule 11.04(b) to

Euronet Worldwide Inc. Employee Stock Purchase Plan




Eligible Subsidiary Companies

Adopting Sub-Plans:





	 	1.	 	RIA Telecommunications of Canada Inc.
	 
	 	2.	 	RIA de la Hispaniola, C.porA
	 
	 	3.	 	Envia Telecomunicaciones, S.A.
	 
	 	4.	 	Euronet Adminisztracios Szolgaltato Kft.
	 
	 	5.	 	Euronet Banktechnikai Szolgaltato Kft
	 
	 	6.	 	Bankomat 24 / Euronet Sp. z.o.o.
	 
	 	7.	 	Omega Logic Ltd.
	 
	 	8.	 	transact Elektronische Zahlungssysteme GmbH




 









 






	 	9.	 	EFT-Usluge d.o.o.
	 
	 	10.	 	Euronet Services GmbH
	 
	 	11.	 	Euronet Services, Spol. s.r.o.
	 
	 	12.	 	Euronet Services S.R.L.
	 
	 	13.	 	EFT Services Holding B.V.
	 
	 	14.	 	epay Ltd.
	 
	 	15.	 	Electronic Transactions Network Ltd.
	 
	 	16.	 	Gescoro Inc.
	 
	 	17.	 	e-pay (M) Sdn Bhd
	 
	 	18.	 	PT G4S Euronet Nusantara
	 
	 	19.	 	epay Australia Pty. Ltd.
	 
	 	20.	 	EFT Usluge d.o.o.
	 
	 	21.	 	Brodos Romania S.R.L.
	 
	 	22.	 	RIA Financial Services Ltd.
	 
	 	23.	 	Europlanet d.o.o. Beograd
	 
	 	24.	 	Euronet Services India Pvt. Ltd.
	 
	 	25.	 	ATX Software Limited
	 
	 	26.	 	RIA Envia Financial Services GmbH
	 
	 	27.	 	epay New Zealand Ltd.
	 
	 	28.	 	Euronet Services Slovakia, spol. s r. o
	 
	 	29.	 	e-pay Holdings Ltd.
	 
	 	30.	 	e-pay Australia Holdings Pty. Ltd.
	 
	 	31.	 	Delta Euronet GmbH
	 
	 	32.	 	RIA Italia S.R.L.




2









 






	 	33.	 	Euronet Business Holdings S.L.
	 
	 	34.	 	Euronet Movilcarga S.L.
	 
	 	35.	 	Euronet Telerecarga S.L.
	 
	 	36.	 	Euronet Services LLC
	 
	 	37.	 	RIA Financial Services AG
	 
	 	38.	 	Euronet Bulgaria EOOD
	 
	 	39.	 	RIA Financial Services Australia Pty. Ltd.
	 
	 	40.	 	Euronet Asia Holdings Limited
	 
	 	41.	 	EWI Foreign Holdings Limited
	 
	 	42.	 	Euronet China Co., Ltd.
	 
	 	43.	 	Euronet Card Services S.A.
	 
	 	44.	 	Euronet Middle East W.L.L.
	 
	 	45.	 	Euronet Essentis Ltd.
	 
	 	46.	 	“Euronet Ukraine” Limited Liability Company
	 
	 	47.	 	Euronet Pay & Transaction Services S.R.L.
	 
	 	48.	 	RIA France SAS
	 
	 	49.	 	RIA Spain Holdings S.L.
	 
	 	50.	 	Euronet Elektronik Islem Hizmetleri Limited Sirketi
	 
	 	51.	 	RIA Financial Services New Zealand Ltd.
	 
	 	52.	 	RIA Envia Financial Services Belgium
	 
	 	53.	 	RIA de Centroamérica, S.A. de C.V.
	 
	 	54.	 	Euronet Prepaid Hellas Ltd.
	 
	 	55.	 	RIA Financial Services Puerto Rico, Inc.
	 
	 	56.	 	e-pay S.R.L.




3









 






	 	57.	 	ATX Middle East FZC
	 
	 	58.	 	Cashlink Bangladesh Ltd.
	 
	 	59.	 	Euronet Payment & Card Services Ltd.
	 
	 	60.	 	Euronet Payment Services Ltd.
	 
	 	61.	 	epay France SAS
	 
	 	62.	 	XBA Szolgaltato Kft.
	 
	 	63.	 	RIA Money Transfer Services Pvt. Ltd.
	 
	 	64.	 	Euronet Middle East, Africa & Pakistan LLC
	 
	 	65.	 	RIA Netherlands Holding B.V.
	 
	 	66.	 	Euronet Pakistan Holdings Inc.
	 
	 	67.	 	Telecom Net S.A. Logistica Digital
	 
	 	68.	 	RIA Financial Services Sweden AB
	 
	 	69.	 	RIA Financial Services Ireland Ltd.






4