Item 5.02 Departure of Directors or Principal Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



(b) On January 30, 2023, Payoneer Global Inc. (the "Company") announced that Robert Clarkson will depart as Chief Revenue Officer of the Company on February 15, 2023. Mr. Clarkson will remain employed in an advisory role to assist with the transition of his duties and responsibilities through September 1, 2023.

In connection with Mr. Clarkson's departure from the Company, the Company and Mr. Clarkson entered into a Separation Agreement and General Release, dated January 26, 2023 (the "Separation Agreement"). The Separation Agreement provides that Mr. Clarkson will cease to serve as Chief Revenue Officer on February 15, 2023 (the "Cessation Date"). Mr. Clarkson will continue to be employed by the Company to assist with the transition of his duties until September 1, 2023 (the "Separation Date"). The Separation Agreement provides that in exchange for Mr. Clarkson's continued employment as an advisor through the Separation Date, his continued compliance with the restrictive covenants and a release of claims, the Company will provide Mr. Clarkson: (i) salary continuation payments through the Separation Date at a rate equal to his annual base salary in effect as of the Cessation Date, payable in accordance with the Company's regular payroll schedule; (ii) continued vesting of his restricted stock units through August 2, 2023; (iii) participation in the Company's benefit plans through the Separation Date; and (iv) payment of the value of any accrued but unused vacation days up until and including the Cessation Date, to be paid on the Cessation Date. The Separation Agreement also provides that Mr. Clarkson agrees that, from the Cessation Date through December 31, 2023, he will not compete with the Company, will not solicit or hire any employees of the Company or solicit any customer or potential customer of the Company.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



                   PAYONEER GLOBAL INC.


January 30, 2023   By:    /s/ Scott Galit
                   Name:  Scott Galit
                   Title: Co-Chief Executive Officer

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