Filed by sedaredgar.com - Net1 UEPS Technologies, Inc. - Exhibit 10.51






Exhibit 10.51 

EXECUTIVE SERVICE AGREEMENT 

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

1.      Appointment
to the Managing Board 

     
      By a resolution of the Supervisory Board,
Mr. Richard Schweger was appointed to the Managing Board of the Company for a
period of three years beginning on September 1st, 2008. Mr. Richard
Schweger 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. Richard Schweger 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 September 1, 1997. 




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.
Richard Schweger has the right to prematurely terminate this Agreement during
the three year term at any time. Mr. Richard Schweger 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. Richard Schweger, 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, 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 reference 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 may 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 CFO/COO 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. Richard Schweger shall receive an annual gross salary of €
275.988,84 which shall be paid in fourteen equal installments of € 19.713,49 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. Richard Schweger 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.
Richard Schweger 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. Richard Schweger has designated his wife Mrs.
Margit Schweger 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. Richard
Schweger 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. 

          8.2           The
Executive Officer will receive monthly company car compensation in the value of
Euro 24,000 gross per year, payable in twelve monthly installments of Euro 2,000
gross at the end of each month. Alternatively the Executive can also arrange for
a car leasing agreement, up to an amount of Euro 2,000 net (excl. VAT) monthly,
to be made out directly between the company and the lessor. Either amount shall
be indexed in accordance with the Austrian Consumer Price Index 2000 (basis
month is June 2008). Any increase will be effective from July 1 every year. 

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.
Richard Schweger 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. 

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.


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          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.
Richard Schweger 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. Richard Schweger shall be obliged to verify the use of any
of these funds with appropriate vouchers. 

          12.3           Mr.
Richard Schweger 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. Richard Schweger 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. 

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

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


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