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GAXC > SEC Filings for GAXC > Form 8-K on 23-Nov-2012All Recent SEC Filings

Show all filings for GLOBAL AXCESS CORP



Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 21, 2012, Global Axcess Corp. (the "Company") entered into a Transaction Bonus Agreement (the "Transaction Bonus Agreement") with Michael J. Loiacono, the Company's Chief Financial Officer, a copy of which is attached to this Current Report on Form 8-K (this "Report") as Exhibit 10.1.

The Transaction Bonus Agreement calls for a bonus payment to be made to Mr. Loiacono in the event that the Company is successful in completing a strategic transaction prior to December 31, 2013 (the "Term Date"). Specifically, if, during the term of the Transaction Bonus Agreement, there is (i) a sale of the Company, the Company shall pay to Mr. Loiacono a lump sum cash payment (defined in the Transaction Bonus Agreement as a "Sale Bonus") equal to One Hundred Twenty Thousand Dollars ($120,000); or (ii) a recapitalization or restructuring, the Company shall pay to Mr. Loiacono a lump sum cash payment equal to Sixty Thousand Dollars ($60,000) (defined in the Transaction Bonus Agreement as the "Recapitalization/Restructuring Bonus," and together with the Sale Bonus, each a "Bonus").

In addition to the foregoing contingent Bonus payments, in the event that Mr. Loiacono's employment with the Company is terminated other than for Cause (as defined in the Transaction Bonus Agreement) on or before the Term Date, then Mr. Loiacono shall be entitled to a lump sum cash payment of (i) One Hundred Twenty Seven Thousand Five Hundred Dollars ($127,500); and (ii) an amount equal to the Sale Bonus (collectively, the "Severance Payment").

If payable pursuant to the terms of the Transaction Bonus Agreement, the Bonus and/or the Severance Payment shall be payable to Mr. Loiacono, within two (2) business days after the triggering event giving rise to such payment obligation.

The foregoing description of the Transaction Bonus Agreement is qualified in its entirety by reference to the text of the Transaction Bonus Agreement, a copy of which is attached to this Report as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Transaction Bonus Agreement, dated November 21, 2012, by and between Global Axcess Corp. (and affiliates) and Michael J. Loiacono (Management compensation plan or arrangement).

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