8-KLeadership ChangesMaterial AgreementsExhibits & Filings

GLOBAL PAYMENTS INC 8-K Report, Material Agreement (Jan 6, 2010)

Filed January 6, 2010For Securities:GPN

Summary

This Form 8-K filing by Global Payments Inc. (GPN) on January 6, 2010, announces a new Key Position Agreement entered into with Paul R. Garcia, the Company's Chairman of the Board and CEO. The agreement is designed to ensure Mr. Garcia's continued commitment and to outline terms for a potential future termination, particularly concerning non-competition and stock disposal. The primary objective of this agreement is to retain Mr. Garcia's leadership and secure a smooth transition if he were to leave the company. Key provisions include Mr. Garcia agreeing not to voluntarily terminate his employment before July 31, 2013, and to provide a year's notice for any voluntary termination thereafter. In return, the company is providing significant financial and benefit considerations, along with certain stock-related provisions that aim to align Mr. Garcia's interests with those of the company during and after his tenure.

Key Highlights

  • 1Global Payments Inc. entered into a new Key Position Agreement with Chairman and CEO Paul R. Garcia, effective January 6, 2010.
  • 2The agreement requires Mr. Garcia to remain employed until at least July 31, 2013, and to provide at least one year's notice for any subsequent voluntary termination.
  • 3Mr. Garcia is subject to non-competition and non-solicitation covenants for four years following a qualifying termination.
  • 4Restrictions are placed on Mr. Garcia's ability to dispose of company stock acquired through stock options or awards for four years post-termination.
  • 5Consideration for Mr. Garcia includes an annual payment of $500,000 for four years post-termination, immediate vesting of remaining unvested stock awards, and up to 48 months of health care benefits.
  • 6Performance-based incentive awards will continue and be paid out based on actual performance through the end of the performance period, as if Mr. Garcia had remained employed.

Frequently Asked Questions

The main purpose of the agreement is to ensure the continued leadership of Paul R. Garcia, the Company's Chairman and CEO, by securing his commitment for a specific period and outlining the terms and benefits associated with his potential future departure. It also aims to protect the company's interests through non-competition and stock disposal restrictions.

Mr. Garcia must not voluntarily terminate his employment before July 31, 2013. For any voluntary termination on or after that date, he must provide at least one year's advance notice. He is also bound by non-competition and non-solicitation clauses for four years post-termination and faces restrictions on selling certain company stock.

If Mr. Garcia experiences a 'qualifying termination' (i.e., voluntary termination after the initial period with proper notice), he will receive $500,000 annually for four years, his remaining unvested stock options and awards will immediately vest, and he will receive health care benefits for up to 48 months. Performance-based awards will also be paid based on actual performance.

For four years following a qualifying termination, Mr. Garcia faces restrictions on selling shares acquired through stock options or awards. For the first year, he cannot sell these 'Acquired Shares' (except to cover taxes). After the first year, he can sell up to 25% of these shares annually on a cumulative basis.