UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2006
Euronet Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-22167 74-2806888
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4601 College Boulevard
Leawood, Kansas 66211
(Address of principal executive office)(Zip Code)
(913) 327-4200
(Registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 8, 2006, the Compensation Committee of the Board of Directors
of Euronet Worldwide, Inc. ("Euronet") approved a new form of Restricted Stock
Award Agreement ("Award Agreement") under the Euronet Worldwide, Inc. 2002 Stock
Incentive Plan (the "Plan") for awards to directors, other officers, employees
and consultants, including executive officers of Euronet.
Under the Award Agreement, granted shares of restricted stock will not
convert into unrestricted shares of Common Stock until they are vested and will
vest only if the participant is a director, officer, employee or consultant when
the restricted stock vests. The vesting schedule for the restricted stock awards
will be provided in the applicable Award Agreement, and may include time based
or performance based vesting criteria. Generally, if the participant terminates
his or her position with Euronet prior to vesting, any remaining unvested shares
of restricted stock will expire and be forfeited. Likewise, any dividends paid
on the unvested shares will also be forfeited. However, if the participant dies
or becomes disabled prior to the expiration of any vesting restrictions, all
vesting restrictions shall lapse. Further, if a participant's employment with
Euronet is terminated other than for cause, the Compensation Committee may, in
its sole discretion, waive these automatic forfeiture requirements. As provided
in the Plan, vesting may automatically accelerate if certain events occur such
as (i) Euronet executes a definitive agreement to merge or consolidate with or
into another corporation or to sell or otherwise dispose of substantially all
its assets, or (ii) more than 50% of Euronet's outstanding voting stock is
acquired by any person or group of persons.
A copy of the form of Restricted Stock Award Agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the
Plan is attached as Appendix B to Euronet's Definitive Proxy Statement filed on
April 20, 2004.
Item 9.01 Financial Statements and Exhibits
Number Description
10.1 Form of Performance-Based Restricted Share Award Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
EURONET WORLDWIDE, INC.
By:
---------------------------------
Jeffrey B. Newman
General Counsel
Date: March 13, 2006