Exhibit 10.1
October6,2026
TsafiGoldman VIA EMAIL
Re:** Retention **Letter
DearTsafi,
As you know, Payoneer Global Inc. (“Payoneer”) entered into an Agreement and Plan of Merger by and among Payoneer, Neon Maple Parent Inc. (“Nuvei”) and Panda Acquisition Sub Inc., dated as of June 12, 2026 (the “Merger Agreement”), pursuant to whichPayoneerwillbeacquiredby,andwillbecomeawholly-ownedsubsidiaryof,Nuvei.
AsakeymemberofPayoneerand itsbusiness,weconsideryouintegral tothe successful consummation of the Closing (as defined in the Merger Agreement) and the continued success of Payoneer and its business.
Accordingly,Payoneerhasdeterminedthatitisinitsbestintereststhat,subjectto you continuing to be employed by Payoneer through the date that the 2026 year-end incentive awards are granted to executives of Payoneer (which customarily occurs on or aboutmid-February ofthefollowing yearandfor purposes hereofsuch dateis on orabout February 15, 2027), you will be granted a cash retention award equal to $5,250,000 (the “Retention Award”) at that time. The Retention Award will vest and be paid to you in two equal installments, with the first vesting on the Closing and the second installment vesting on the first anniversary of the Closing, in each case (i) subject to your continued employment through the applicable vesting date and (ii) to be paid as soon as practicable following vesting, but in no event later than the end of the first regular payroll period beginning after the vesting date.In the event that your employment is terminated by Payoneer or any of its affiliates or successors without Cause or you resign with Good Reason, in either case following the formal grant of the Retention Award and during the Change in Control Period, the unvested portion of the Retention Award will immediately vest and become payable (each of the capitalized terms in the foregoing sentence that are not otherwise defined will have the meaning set forth in Payoneer’s Change in Control Severance Plan).
The Retention Award will be subject to the terms and conditions provided in the final award agreement, but the material terms will be as set forth in this letter agreement and will not impose any further obligations on you other than as described above and as maybereasonablyrequiredbytheCompanyconsistentwithitsprocessesandprocedures.
Exceptassetforthbelow,theRetentionAward,whengranted,willbeinadditionto (andwill not be inlieuof)any othercompensationyoumay otherwise be entitledtoreceive from Payoneer or its affiliates, and will not count when calculating your benefits under any benefit plan sponsored by Payoneer or any of its affiliates, except as such plan otherwise expressly provides.Notwithstanding the forgoing, you acknowledge that no additional
Exhibit 10.1
annualequityorotherincentivegrantwillbegrantedtoyouinFebruary of2027or otherwise in connection with year-end 2026.
This letter agreement does not constitute, and may not be construed as, a contract of employment, nordoesitalter the“at-will”natureof youremployment.Thisletteragreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws that could cause the application of the law of any jurisdiction otherthan theState of Delaware,and any dispute shall be determined by any state or federal court in the State of Delaware. This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall constitute together one and the same agreement.
WeareexcitedforyourcontinuedcontributionstoPayoneer’ssuccessandlookforward to working with you through this exciting time for Payoneer.Please sign and date this letter belowtoindicateyouracceptanceandreturntheoriginaltomeatyourearliestconvenience. Please keep the copy for your records.
Verytrulyyours,
PayoneerGlobalInc.
By: /s/ John Caplan
Name:John Caplan
Title:ChiefExecutiveOfficer
Acknowledged** and **agreed:
| /s/ Tsafi Goldman | | Oct 8,2026 |
| Name:TsafiGoldman | | Date |