Net 1 UEPS Technologies, Inc.: Exhibit 10.80 - Filed by newsfilecorp.com






Exhibit 10.80 

CONTRACT OF EMPLOYMENT 

BETWEEN 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA (PTY) LTD

("the Company") 

AND 

ALEXANDER MICHAEL RAMSAY SMITH 
("the Executive")


	1. 	
      EMPLOYMENT

	 	
       

	1.1 	
      The Company employs the Executive, who accepts employment
      in accordance with the terms and conditions of this contract.

	 	
       

	1.2 	
      The Company hereby appoints the Executive to the position
      of Chief Financial Officer at our Head Office.

	 	
       

	2. 	
      DURATION

	 	
       

	2.1 	
      Subject to 2.2 and 9, this agreement shall commence on 1
      March 2018 and shall be terminable by either party by giving not less than
      three month's written notice of termination.

	 	
       

	2.2 	
      The Company may utilise the Executive's services at
      whatever place and in whatever capacity as may be required during the
      currency of this agreement.

	 	
       

	3. 	
      REMUNERATION

	 	
       

	3.1 	
      The Executive’s remuneration will be determined on the
      basis of the total direct cost to the Company, excluding any statutory
      deductions, which the Executive and the Company are liable for.

	 	
       

	3.2 	
      Base Salary. During the Employment Period, the
      Company shall pay to Executive a base salary at the rate of U.S. $375,000
      per year (the “Base Salary”), less applicable tax withholding,
      payable in monthly installments in South African rand. Each installment of
      the Base Salary shall be converted from U.S. dollars at an average
      exchange rate determined quarterly in advance. Make-whole payments will be
      made at the end of every quarter, if any, to reflect the actual exchange
      rate.

	 	
       

	3.3 	
      Sign-on Bonus. As soon as practicable following
      the first day of the Employment Period, the Company shall pay the
      Executive a sign-on bonus in the amount of R3,000,000 (the “Sign-On
      Bonus”) less applicable tax withholding, in accordance with the
      Company’s customary payroll practices. If Executive’s employment is
      terminated for any reason prior to January 31, 2020, Executive shall be
      obligated to repay to the Company the entire amount of the Sign-on Bonus
      within 30 days after such termination.



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	3.4 	
      Incentive Compensation. The Executive shall be
      eligible to earn a discretionary cash incentive award in respect of each
      full fiscal year during the Employment Period as determined in the sole
      discretion of the Remuneration Committee of the Board. Any such award (and
      the terms and conditions of such award) shall be based upon the
      Executive's performance and such other factors as the Remuneration
      Committee shall determine in its discretion, which may include the Group’s
      performance during such year.

	 	 
	3.5 	
      Expenses. The Company, in accordance with
      policies and practices established by the Board from time to time, will
      pay or reimburse Executive for all expenses reasonably incurred by
      Executive during the Employment Period in connection with the performance
      of Executive’s duties under this Agreement; provided, that Executive shall
      provide to the Company documentation or evidence of expenses for which
      Executive seeks reimbursement in accordance with the policies and
      procedures established by the Company from time to time.

	 	 
	3.6 	
      Benefit Plans. The Executive shall have the
      option to join the Group’s Medical Aid Scheme with Discovery Medical
      Health or Bankmed, or other scheme in which the Group participates from
      time to time. Participation in any such scheme shall be at the Executive’s
      sole cost and expense. The Executive acknowledges that the Group does not
      operate a retirement scheme or provide any other benefits not specifically
      provided for in this Agreement.

	 	 
	4. 	
      LEAVE ENTITLEMENT

	 	 
	4.1 	
      ANNUAL LEAVE

	 	 
		
      The Executive acknowledges that he will qualify for 25
      working days leave in respect of each completed 12-month period of
      service.

	 	 
	5. 	
      POSITION AND RESPONSIBILITIES

	 	 
	5.1 	
      During the Employment Period, the Executive shall have
      the duties, responsibilities, functions and authority, including
      administrative, financial, executive and managerial as are customary to
      the position of Chief Financial Officer. The Executive shall serve as a
      member of the board of directors (or similar governing body) of the
      Company or any other member of the Group as may be requested by the
      Board.

	 	 
	6. 	
      COMPLIANCE WITH COMPANY
      POLICIES/QUALIFICATIONS

	 	 
	6.1 	
      The Executive shall comply with all written Company
      policies, standards, rules and regulations (a “Company Policy” or
      collectively, the “Company Policies”) and all applicable government
      laws, rules and regulations that are now or hereafter in effect. The
      Executive acknowledges receipt of copies of all written Company Policies
      that are in effect as of the date of this
Agreement.



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	6.2 	
      The Executive shall: (i) hold and maintain in good
      standing membership in a recognized accounting association and (ii) hold
      and maintain all required governmental licenses, certifications and
      authorizations necessary to perform Executive’s obligations under this
      Agreement.

	 	 
	7. 	
      RESTRICTIVE COVENANTS AGREEMENT

	 	 
	7.1 	
      On the date hereof, Executive shall execute a restrictive
      covenants agreement, in the form of Exhibit A attached hereto and
      made a part hereof (the “Restrictive Covenants
  Agreement”).

	 	 
	8. 	
      COPYRIGHT

	 	 
	8.1 	
      The Executive acknowledges that the Company shall, by
      operation of law, become the owner of the copyright in any work, which is
      eligible for copyright and which is created or executed by the Executive,
      whether alone or with others, in the course and scope of
  employment.

	 	 
	8.2 	
      Insofar as it may be necessary, the Executive cedes and
      assigns to the Company the copyright of any work created or executed by
      the Executive, whether alone or with others, in the course and scope of
      employment.

	 	 
	8.3 	
      The Executive undertakes not to exercise any residuary
      rights in respect of any work created or executed by the Executive,
      whether alone or with others, in the course and scope of employment with
      the Company.

	 	 
	8.4 	
      All work created or executed by the Executive and for
      which copyright exists shall, unless the Executive establishes the
      contrary, be deemed to have been created or executed in the course and
      scope of employment with the Company.

	 	 
	9. 	
      TERMINATION FOR MISCONDUCT OR
  ILLNESS

	 	 
	9.1 	
      Subject to fair procedures being adhered to, this
      agreement may be terminated by the Company summarily at any time and
      without any payment in lieu of notice if, at any time, the Executive is
      guilty of any serious misconduct or commits a breach of a material
      obligation under this agreement, or is guilty of any act which at common
      law would entitle the Company summarily to terminate this
  agreement.

	 	 
	9.2 	
      If the Executive is absent for an unreasonable long time
      due to illness, the Company is entitled to terminate the contract after a
      fair procedure and investigation into the health position of the
      worker.

	 	 
	9.3 	
      The Company reserves the right to request the Executive
      to undergo a medical examination at any time at the Company's expense to
      assist in determining the Executive's fitness to continue
    Employment.



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	9.4 	
      The Executive guarantees that at the time of signing this
      contract, he is free of any notifiable, contagious illness. If the
      Executive should discover any such illness after employment, he will
      immediately inform the Company.

	 	 
	10. 	
      MISCELLANEOUS MATTERS

	 	 
	10.1 	
      Notwithstanding the terms contained in this contract, the
      Executive accepts that all the rules and procedures of the Company,
      wheresoever contained are applicable to his Employment and that, in the
      event of any conflict between such rules and procedures and this contact,
      this contract will be regarded as being binding. The Executive undertakes
      not to injure the reputation or business of the Company and its customers
      and to observe the utmost secrecy and good faith in all dealings
      concerning the Company or its customers.

	 	 
	10.2 	
      The Executive acknowledges that the Company’s
      Disciplinary Code and Procedure, and Grievance Policy and Procedure, are
      applicable to the employment relationship and agrees to be bound
      thereby.

	 	 
	10.3 	
      No agreement varying, adding to, deleting from or
      cancelling this agreement, shall be effective unless reduced to writing
      and signed by or on behalf of the parties.

	 	 
	10.4 	
      The Executive agrees that he will retire at the age of
      60.

	 	 
	10.5 	
      The Executive declares that he has never been convicted
      of a criminal offence. The Executive agrees that should this statement be
      proved to be false, or should the Executive fail to declare a future
      criminal offence, the Company reserves the right to summarily terminate
      the Executive’s service.

	 	 
	10.6 	
      The Executive shall, within a reasonable period, notify
      the Company of any change in his status, such as address, dependants,
      marital, telephone number, qualifications or any other relevant
      changes.

	 	 
	10.7 	
      Both parties acknowledge that by signing this contract,
      they have received a copy of this contract, and they have read and
      understood the contents thereof. Both parties undertake to hold themselves
      bound by this contract and agree to observe the provisions contained
      therein.

	 	 
	12. 	
      INDULGENCES

	 	 
		
      No indulgence granted by a party shall constitute a
      waiver of any of that party's rights under this agreement.

	 	 
	13 	
      DOCUMENTS APPLICABLE

	 	 
	13.1 	
      The following documents form part of the Executive’s
      contract of employment with the Company:




	 	(a) 	
      Articles of Agreement

	 	(b) 	
      Staff Manual



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	 	(c) 	
      Restrictive Covenants Agreement (Attached)

	 	(d) 	
      Any other documents of which the Executive may be advised
      during his employment with the Company



Signed
at            
Rosebank                 on
February 28, 2018 

AS WITNESSES: 

	 	 	/s/ Herman G. Kotzé 
	 	 	For and on behalf of Net1 Applied 
	 	 	  
	 	 	Technologies th South Africa (Pty)
      Ltd 
	 	 	4 Floor, President Place Cnr. Jan Smuts 
	 	 	Ave & Bolton Rd Rosebank, Private Bag 2424
    
	 	 	Parklands, 2121 


Signed at Rosebank on February 27, 2018 

AS WITNESSES: 

	 	 	/s/ Alex M. R. Smith 
	 	 	The Executive 
	 	 	 
	 	 	 
	 	 	 


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