Filed by sedaredgar.com - Net1 UEPS Technologies, Inc. - Exhibit 10.50






Exhibit 10.50 

EXECUTIVE SERVICE AGREEMENT 

              
concluded between BGS Smartcard Systems Aktiengesellschaft, hereinafter
called the “Company”, and Mr. Leonid Delberg, hereinafter called the “Executive
Officer”. 

1.           
Appointment to the Managing Board 

          
By a resolution of the Supervisory Board, Mr. Leonid Delberg was
appointed to the Managing Board of the Company for a period of three years
beginning on September 1st, 2008. Mr. Leonid Delberg has accepted
this appointment. 

                 2.           
Scope of Responsibility, Management of the Company 

          
2.1           
The basis for the activities of the Executive Officer shall be formed by the
Austrian Stock Corporation Act, the Articles of Association of the Company which
are known to the Executive Officer and the Rules of Procedure for the Executive
Officer. 

          
2.2           
The Executive Officer shall represent the Company together with other
Executive Officers or with a senior officer holding general proxy
(Prokurist). 

3.           
Duration, Termination Payment 

          
3.1           
This Agreement has been concluded for a period of three years, and will
therefore expire on August 31, 2011. 

          
3.2           
If neither of the parties to this Agreement expressly notifies the other party
by registered letter (definitive for the determination of legal validity is the
date of the postmark) at least six months prior to expiration that the
continuation of this Agreement is not desired (declaration of non-continuation),
then the Agreement will automatically be extended for a further one year after
September 1, 2011. The above-mentioned conditions for continuation shall apply
analogously to the extended agreement as well as to any future extensions. 

          
If this Executive Service Agreement is not continued by the Company but
ends on the date of expiration or if the Executive Director refuses to continue
the agreement, then Mr. Leonid Delberg shall have the right to receive (i) a
severance pay (Abfertigung) in the amount of 1/12th of the
gross annual salary for every six months of service of the Executive Officer for
the Company (see clause 4) since September 1st 1997 as well as (ii)
the full paid up pension promise referred to in clause 7.2. 

4.           
Previous Service 

          
4.1           
The determining date for the calculation of all claims that are based
on the length of service with the Company shall be December 1, 1992. 




5.           
Termination of the Agreement, Recall 

5.1           
Recall

               
The Executive Officer may be recalled by the Supervisory Board in
accordance with § 75 para 4 of the Austrian Stock Corporation Act (e.g. for
gross breach of duties, the inability to properly manage the Company or the
withdrawal of confidence by the Company’s General Meeting). In the event of
recall, this Agreement shall be considered as terminated by the Company. The
claims of the Executive Officer (if any) as a result of such recall and
corresponding termination shall be governed by clause 5.2 below. 

5.2           
Premature Termination 

          
5.2.1           
Mr. Leonid Delberg has the right to prematurely terminate this
Agreement during the three year term at any time. Mr. Leonid Delberg shall have
no further claims against the Company in case of such voluntary premature
termination (other than any claim for payment of due but unpaid salary or cost
reimbursements and payment of the full paid up pension promise
(Pensionszusage) referred to in clause 7.2) . In case of such voluntary
termination Mr. Leonid Delberg, if required, shall upon mutually agreed terms be
reasonably available for another six months period for purposes of transition
and handover of the operational tasks. 

          
5.2.2           
In case the Company prematurely terminates this Agreement for cause within the
meaning of section 26 Austrian Employment Act (AngestelltenG), the
Executive Officer shall have no further claims against the Company for any
period after such termination, (which, for the avoidance of doubt, does not
affect any claim of the Executive Officer for payment of due but unpaid salary
or cost reimbursements and payment of the full paid up pension promise
(Pensionszusage) referred to in clause 7.2) 

          
5.2.3           
The Company and the Executive Officer may from time to time agree, in
writing, on specific strategic tasks and related time-frames. In the event that
the Executive Officer refuses to deliver or comply with the agreed tasks (such
refusal a “Refusal”), the Company may terminate this Agreement at any
time with immediate effect. In such case the Executive Officer shall be entitled
to receive: 

          
(i)           
a lump-sum in an amount equal to the sum of (1) of any salary, bonus,
reimbursements of costs and expenses and other claims due but unpaid at such
time of termination, (2) 50% of all outstanding salary payments for the
remaining scheduled term of the Agreement including the monthly car
compensation, (3) 50% of an amount equal to the average annual performance based
bonus claim (see clause 6.4) during the three years preceding the year in which
the termination becomes effective for each year (and/or fraction thereof)
outstanding until the scheduled end of the Agreement and 50% of any outstanding
claims from the long term 

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incentive scheme as per clause 6.5
until the scheduled end of the Agreement and 

          
(ii)           
the full paid up pension promise referred to in clause 7.2 

          
5.2.4           
In case either (a) the Company prematurely terminates this Agreement
without cause (such as, for example, in the case of a recall without cause
within the meaning of section 26 Austrian Employment Act) or (b) the Executive
Officer terminates for cause, the Executive Officer shall be entitled to
receive: 

                (i)           
a lump-sum in an amount equal to the sum of (1) any salary, bonus,
reimbursements of costs and expenses and other claims due but unpaid at such
time of termination, (2) all outstanding salary payments including the monthly
car compensation for the remaining scheduled term of the Agreement, (3) an
amount equal to the average annual performance based bonus claim (see clause
6.4) during the three years preceding the year in which the termination becomes
effective for each year (and/or fraction thereof) outstanding until the
scheduled end of the Agreement and (4) a severance pay (Abfertigung) in
the amount of 1/12th of the annual gross salary for every six months
of service of the Executive Officer (see clause 4) since September
1st 1997; in referenve to (2) and (3) reduced, however, by 5% for
each such outstanding year (or pro rata in case of an inter-annual termination),


                (ii)           
any outstanding claims from the long term incentive scheme as per
clause 6.5 until the scheduled end of the Agreement my be exercised by the
Executive within 60 days of termination, and 

               
(iii)           
the full paid up pension promise referred to in clause 7.2. 

                A
unilateral recall from or change to position, function or scope of
responsibilities as CEO shall be deemed to be a premature termination of the
Agreement without cause (and also be treated as such premature termination of
the Agreement with the above-mentioned legal consequences). 

6.           
Salary; Bonus 

          
6.1           
For his services, Mr. Leonid Delberg shall receive an annual gross
salary of € 315.393,95 which shall be paid in fourteen equal installments of €
22.528,14 at the end of each month plus one additional payment each on June 30
and November 30 of each year. 

          
6.2           
This salary shall also represent compensation for all services provided
by the Executive Officer above and beyond the normal working hours for employees
of the Company. It is understood that the Executive Officer will provide such
additional services when necessary. 

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6.3           
The salary specified under 6.1 above shall be indexed in accordance
with the Austrian Consumer Price Index 2000 (basis month is June 2008). Any such
salary increase will be effective from July 1 every year. 

          
6.4           
The salary will be reviewed for purposes of an increase on an annual
basis by the Company (taking into account recommendations of the NET1 UEPS
Technologies Inc. group remuneration committee) and may be increased after
considering all relevant qualitative and quantitative factors. Any such salary
increase will be effective from July 1 every year. 

          
6.5           
In addition to the salary specified in clause 6.1 above, the Executive
Officer shall receive an annual bonus as determined by the supervisory board of
the Company (taking into account recommendations by the Net1 UEPS Technologies,
Inc group remuneration committee). In determining the amount of the bonus, the
supervisory board will take into account all relevant qualitative and
quantitative factors. Any annual bonus payment will be made during the month of
September. 

          
6.6           
In addition to the salary specified in 6.1 above and the bonus
specified in clause 6.5 above, the Executive Officer shall participate in any
long term incentive schemes, including stock option plans and restricted stock
awards, as determined by the NET1 UEPS Technologies Inc. group remuneration
committee from time to time. 

          
6.7           
In the event Mr. Leonid Delberg is unable to perform his duties because
of illness or accident, the Company will continue to pay him the salary to which
he is entitled for a maximum period of six months in full and a maximum of three
additional months at 49%. 

7.           
Insurance; Pension 

          
7.1           
The Company shall at its expense conclude an accident insurance on behalf of Mr.
Leonid Delberg and for the duration of this Executive Service Agreement based on
the following insurance amounts: 


	 		

	Death 	1 year’s salary 
	 		

	Disability 	3 years’ salary 
	 		

	Recuperation 	6 month’s salary 



               
Annual salary in the sense of this Clause 7 above shall be understood
to include an amount equal to the average bonus claim over the preceding three
business years in accordance with clause 6. One month’s salary within the
meaning of this Clause 7 shall be understood to be one-twelfth of the annual
salary. The insurance amounts shall be adjusted accordingly in July of each
year. 

                Mr.
Leonid Delberg has designated his wife Mrs. Raisa Delberg as beneficiary in the
event of death and shall have the right to change this designation in writing at
any point in time. 

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7.2           
The company has as of 01 January 2002 granted a pension promise to Mr.
Leonid Delberg towards which the company performs annual payments as per pension
agreement. 

8.           
Company Car, Business Travel 

          
8.1           
On business trips, the Executive Officer shall have the right to travel
first class by rail and business class on flights. Travel expenses of an
appropriate amount shall be reimbursed on presentation of relevant vouchers.


                The
Company shall provide Mr. Leonid Delberg with an automobile of the make
“Mercedes Benz”, which meets his personal needs. Mr. Leonid Delberg may also
utilize this vehicle for his private use. Every 3 years Mr. Delberg shall have
the right to arrange for the exchange for a new car which shall not require the
approval of another body of the Company. 

                The
taxes charged for the private use of this compensation in kind shall be borne
entirely by Mr. Leonid Delberg. 

                The
Company shall bear all costs - including the costs associated with private use -
for the maintenance and operation of the motor vehicle (fuel, repairs, etc.) as
well as the cost of full comprehensive insurance 

9.           
Vacation 

               
The Executive Officer shall be entitled to 30 workdays of vacation each
year, whereby Mondays through Fridays are regarded as workdays. The Austrian
Vacation Act shall apply. 

               
Mr. Leonid Delberg shall have the right at any time to claim payment in
cash for unused vacation days as well as vacation days from previous vacation
years that have not expired in accordance with the provisions of the Austrian
Vacation Act (but not for the current vacation year). This right to claim
payment in cash, however, only applies to vacation days incurred after September
1, 2008. This claim must be made in writing. 

10.           
Prohibition to Compete 

                10.1
The Executive Officer shall be subject to the prohibition to compete, which is
set forth in § 79 of the Austrian Stock Exchange Act. 

                10.2
The Executive Officer shall be obliged to make his entire working capabilities
available to the Company and may only assume any corporate function or position
in other entities or engage in an independent enterprise to the extent such
function, position or enterprise does not interfere with the Executive Officer’s
obligations hereunder, in which other case the Executive Officer shall require
the prior express written consent of the Supervisory Board. 

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11.           
Exclusive Service Clause 

          
11.1 For a period of one year after the termination of his employment
relationship, the Executive Officer shall agree not to work with or for a
customer of the Company, either directly or indirectly, only with the express
consent of the Company. 

          
11.2           
The Executive Officer shall not be bound to this Agreement if bankruptcy or
settlement proceedings have been opened over the assets of the Company or if the
employment relationship was terminated by a resolution of the Supervisory Board,
unless the Executive Officer has given just cause for such termination through
negligent behavior. 

12.           
Reimbursement of Expenses 

          
12.1           
Mr. Leonid Delberg shall have the right to dispose over an annual
personal budget of € 8000.00 for continuing education (excluding travel and
accommodation). This amount shall be indexed annually with effect of July to the
CPI 2000 (basis month is June 2008). 

          
12.2           
With the framework specified in Par. 1 above, the use of the funds
provided for continuing education shall not require the approval of another body
of the Company. However, Mr. Leonid Delberg shall be obliged to verify the use
of any of these funds with appropriate vouchers. 

          
12.3           
Mr. Leonid Delberg shall have the right to dispose over an annual personal
budget of €2,500 for an annual Medical Management Checkup. This amount shall be
indexed annually with effect of July to the CPI 2000 (basis month is June 2008).
However, Mr. Leonid Delberg shall be obliged to verify the use of any of these
funds with appropriate vouchers. 

13.           
Miscellaneous Provisions 

          
13.1           
If any provision of this Agreement should be or become invalid, this
will not affect the validity of the remaining provisions. In such case, the
parties to the Agreement agree to replace the invalid provision with another
provision that reflects its economic results to the greatest extent possible.


          
13.2           
No verbal agreements shall be made over and above this Agreement. Any
amendments or additions to this Agreement may only be made in writing; this also
applies to any mutual agreement to deviate from this requirement. Furthermore,
all written amendments shall require the approval of the Supervisory Board or an
authorized member of this body. 

          
13.3           
Unless specified otherwise in the Austrian Stock Corporation Act, the
Articles of Association of the Company, the Rule of Procedure for the Managing
Board or this Executive Service Agreement, the provisions of the Austrian
Salaried Employees Act (Federal Gazette “BGBI” 1921/292) in the current form
shall apply. 

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13.4           
This Agreement shall replace the previous agreement concluded between
the Company and the Executive Officer. 

          
13.5           
The Company shall bear all duties and fees related to the preparation
of this Executive Service Agreement. 

          
13.6           
All disputes arising from or related to this Agreement shall be subject
to the jurisdiction of the relevant court in Vienna. 

 

	  	/s/
      Leonid Delberg 
	Date 	Leonid Delberg 
	  	 
	  	 
	  	/s/
      Richard Schweger/ Leonid Delberg 
	Date 	BGS Smartcard Systems AG 
	  	 
	  	 
	  	/s/
      Serge Belamant 
	Date 	Dr. Serge Belamant 


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