Net 1 UEPS Technologies, Inc.: Exhibit 10.13 - Filed by newsfilecorp.com






Exhibit 10.13 

NET 1 UEPS TECHNOLOGIES, INC. 
RESTRICTED STOCK AGREEMENT


     Net 1 UEPS Technologies, Inc., a
Florida corporation (the “Company”) has granted to the Employee
named below (“you” or “your”), effective as of the
Grant Date specified below, restricted shares (each, an “Award
Share,” and collectively, the “Award Shares”) of common
stock, par value $0.001 per share, of the Company (the “Common
Stock”) upon the terms and conditions set forth in this Restricted Stock
Agreement (the “Agreement”) and the Amended and Restated Stock
Incentive Plan of Net 1 UEPS Technologies, Inc. (the “Plan”), the
provisions of which are incorporated into this Agreement. Except as otherwise
provided in Section 7 of this Agreement with respect to applicable tax and
social insurance withholding, you are not required to pay any amount to the
Company for the receipt of these Award Shares. By signing this Agreement, you:
(a) acknowledge that you have read this Agreement; (b) accept the Award Shares
subject to all of the terms and conditions of this Agreement; and (c) agree to
accept as binding, conclusive, and final all decisions or interpretations of the
Company upon any questions arising under this Agreement. For purposes of this
Agreement, actions and determinations to be made by the Company may be made by
the Board of Directors of the Company or by such committee or delegate as may be
appointed by the Board of Directors from time to time. 


	Name of Employee: 	 
	Grant Date: 	 
	Number of Award Shares: 	 



     1.      DEFINITIONS
AND CONSTRUCTION. 

     Unless otherwise defined in this
Agreement, capitalized terms have the meanings ascribed to them in the Plan. The
captions and titles contained in this Agreement are for convenience only and do
not affect the meaning or interpretation of any provision of this Agreement.


     2.      VESTING;
TERMINATION OF EMPLOYMENT OR
SERVICE.

     (a)      All
of the Award Shares are nonvested and forfeitable as of the Grant Date. For
clarity, as used in this Agreement, the term “vest” means the lapse of
restrictions on the Award Shares in accordance with the terms of this Agreement.


     (b)      The
Award Shares shall become vested and nonforfeitable, if at all, in accordance
with the rules set forth below, provided that your employment or
other service with the Company or its affiliate (such employment or other
service with the Company or its affiliate referred to hereafter as
“Service”) is continuous from the Grant Date through the
applicable vesting date and the conditions for vesting have been satisfied. No
Award Shares shall vest or become nonforfeitable after the date your Service
terminates for any reason. If your Service with the Company ceases for any
reason, all Award Shares that are not then vested and nonforfeitable will be
immediately forfeited by you and transferred to the Company upon such cessation
for no consideration. Any accrued dividends attributable to such
forfeited Award Shares shall also be forfeited if and when the Award Shares are
forfeited. 




     (c)      Vesting
of the Award Shares is conditioned upon your continuous Service through the
applicable vesting date. The aggregate number of whole Award Shares subject to
this Agreement that shall have become vested as of any date is determined by
multiplying the number of Award Shares listed above by the following percentage
and rounding down: 


	Vesting Date 	Percentage 
	Prior to the first anniversary of the Grant Date 	0% 
	On or after the first anniversary of the Grant Date and
      prior to the second anniversary of the Grant Date 	33.333% 
	On or after the second anniversary of the Grant Date and
      prior to the third anniversary of the Grant Date 	66.666% 
	On or after the third anniversary of the Grant Date 	100% 



     (d)      You
acknowledge and agree that upon the forfeiture of any unvested Award Shares in
accordance with this Section 2, (i) your right to vote and to receive cash
dividends on, and all other rights, title or interest in, to or with respect to,
the forfeited Award Shares shall automatically, without further act, terminate
and (ii) the forfeited Award Shares shall be returned to the Company. You hereby
irrevocably appoint (which appointment is coupled with an interest) the Company
as your agent and attorney-in-fact to take any necessary or appropriate action
to cause the forfeited Award Shares to be returned to the Company, including
without limitation executing and delivering stock powers and instruments of
transfer, making endorsements and/or making, initiating or issuing instructions
or entitlement orders, all in your name and on your behalf. You hereby ratify
and approve all acts done by the Company as such attorney-in-fact. Without
limiting the foregoing, you expressly acknowledge and agree that any transfer
agent for the Common Stock of the Company is fully authorized and protected in
relying on, and shall incur no liability in acting on, any documents,
instruments, endorsements, instructions, orders or communications from the
Company in connection with the forfeited Award Shares or the transfer thereof,
and that any such transfer agent is a third party beneficiary of this Agreement.


     3.     
RESTRICTIONS ON
TRANSFER.

     (a)      Until
an Award Share becomes vested and nonforfeitable, it may not be sold, assigned,
transferred, pledged, hypothecated, exchanged, or disposed of in any way
(whether by operation of law or otherwise), except by will or the laws of
descent and distribution and shall not be subject to execution, attachment,
anticipation, alienation, encumbrance, garnishment by your creditors or
beneficiaries, or similar process. 

     (b)      Any
attempt to dispose of any such Award Shares in contravention of the restrictions
set forth in Section 3(a) shall be null and void and without effect. The Company
shall not be required to (i) transfer on its books any Award Shares that have
been sold or transferred in contravention of this Agreement or (ii) treat as the
owner of Award Shares, or otherwise accord voting, dividend, or liquidation
rights to, any transferee to whom Award Shares have been transferred in
contravention of this Agreement. 

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     4.      COMPANY-ASSISTED
SALES OF SHARES; GRANT OF POWER OF ATTORNEY FOR
SALE OF
SHARES. 

     You acknowledge that you have
been advised that it may be impracticable for you on your own to sell, or to
arrange for a sale through a broker or otherwise, vested Award Shares.
Therefore, the Company expects to assist you in this regard by facilitating the
sale of vested Award Shares, with the method and timing of such sales to be
determined by the Executive Committee of the Company, although the Company has
no obligation to do so. However, in the event that the Company does attempt to
facilitate any such sale of vested Award Shares, the Company does not represent
to you that such sale will be completed, or if it is completed, that vested
Award Shares will be sold at any particular price or require any particular
level of brokerage commissions. You hereby irrevocably constitute and appoint
Dr. Serge C.P. Belamant, the Company’s chief executive officer or his successor,
and Mr. Herman Gideon Kotze, the Company’s chief financial officer or his
successor, each with full power and authority to act together or alone in any
matter hereunder and with full power of substitution, your true and lawful
attorneys-in-fact (individually an “Attorney,” and collectively,
the “Attorneys”), with full power and authority in your name, for
and on your behalf, with respect to all matters arising in connection with the
sale of vested Award Shares, including, but not limited to, the power and
authority on your behalf to take any and all of the following actions: (i) to
sell such vested Award Shares through a broker, including a transaction in which
the broker will act as a principal, at a purchase price per share as determined
by negotiation between the Company, the Attorneys, and the broker and to
complete, execute, and deliver a stock power in relation to the sale of vested
Award Shares; (ii) on your behalf, to make representations and warranties and
enter into appropriate agreements to effect the sale of such vested Award
Shares; (iii) to instruct the Company’s transfer agent as the Attorneys shall
determine on all matters pertaining to the delivery and custody of certificates
for such vested Award Shares; (iv) to incur or authorize the incurrence of any
necessary or appropriate expense in connection with the sale of such vested
Award Shares; (v) if necessary, to endorse (in blank or otherwise) on your
behalf the certificate(s) representing such vested Award Shares and a stock
power or powers attached to such certificate(s); and (vi) to sign such other
certificates, documents, and agreements and take any and all other actions as
the Attorneys may deem necessary or desirable in connection with the
consummation of the transactions contemplated by the power of attorney granted
under this Section 4. Each Attorney may act alone in exercising the rights and
powers conferred on the Attorneys. Each Attorney is hereby empowered to
determine in his sole discretion the time or times when, the purpose for and the
manner in which any power herein conferred upon him shall be exercised, and the
conditions, provisions, or covenants of any instrument or document which may be
executed by him pursuant hereto. The power of attorney granted under this
Section 4 is an agency coupled with an interest and all authority conferred
hereby shall be irrevocable, and shall not be terminated by any act of yours or
by operation of law, whether by your death, disability, or incapacity or by the
occurrence of any other event or events. It is understood that the Attorneys
assume no responsibility or liability for any aspect of offering or selling any
vested Award Shares and shall not be liable for any error of judgment or for any
act done or omitted or for any mistake of fact or law except for the Attorneys’
own gross negligence, willful misconduct, or bad faith. It is understood that
the Attorneys, in acting pursuant to this power of attorney, are not acting in a
fiduciary capacity on your behalf and are not required to, nor will they
necessarily, obtain the best available price or the lowest possible fee or
commission when negotiating or otherwise facilitating any sale of Award Shares
pursuant to this power of attorney. The power of attorney granted under this
Section 4 shall be binding upon you and your heirs, legal representatives,
distributees, successors, and assigns. 

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     5.     
CERTIFICATE
REGISTRATION. 

     Physical possession or custody of
such stock certificates shall be retained by the Company until such time as the
Award Shares are transferable without restriction and, thereafter, the Company
shall either issue and deliver to you one or more certificates in your name for
the applicable number of vested Award Shares or provide for uncertificated, book
entry issuance of those Award Shares. Any cash dividends that become payable
with respect to an unvested Award Share will be paid directly to you on the
dividend payment date. 

     6.      LEGENDS.


     Until the Award Shares become
vested and nonforfeitable, the Company may at any time place legends referencing
any restrictions on transfer and any applicable U.S. federal, state, or foreign
securities law restrictions on all certificates representing Award Shares
subject to the provisions of this Agreement. You shall, at the request of the
Company, promptly present to the Company any and all certificates representing
Award Shares in your possession in order to carry out the provisions of this
Section 6. 

     7.      TAX
AND/OR SOCIAL
INSURANCE
WITHHOLDING. 

               7.1     
Generally. At the time any withholding is required by applicable law,
or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for any sums required to satisfy the federal,
state, local, and foreign tax and social insurance withholding obligations of
the Company or its affiliate, if any, which arise in connection with the grant
or vesting of the Award Shares. The Company shall have no obligation to deliver
shares of Common Stock or issue any Common Stock certificate until you have
satisfied the tax and social insurance withholding obligations of the Company or
its affiliate. The Company may, in its sole discretion, permit you to satisfy,
in whole or in part, any tax and social insurance withholding obligation which
may arise in connection with the grant or vesting of Award Shares either by
electing to have the Company withhold the issuance or delivery of shares of
Common Stock due to you, or by electing to deliver to the Company already-owned
Award Shares, in either case having a Fair Market Value (as defined below) equal
to the amount necessary to satisfy the statutory minimum withholding amount due.
For purposes of this Agreement, (i) if the shares of Common Stock are registered
under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended,
and listed for trading on a national exchange or market, “Fair Market
Value” means, as applicable, (a) the closing price on the relevant date,
the average of the high and low sale price on the relevant date, or the average
of the closing price over a period of up to 30 consecutive days immediately
prior to or including the relevant date, as determined in the Company’s
discretion, as quoted on the New York Stock Exchange, the American Stock
Exchange, the NASDAQ Global Select Market, or the NASDAQ Global Market; (b) the
last sale price on the relevant date or the average of the last sale price over
a period of up to 30 consecutive days immediately prior to or including the
relevant date, as determined in the Committee’s discretion, as quoted on the
NASDAQ Capital Market; (c) the average of the high bid and low asked prices on
the relevant date quoted on the NASDAQ OTC Bulletin Board Service or by the
National Quotation Bureau, Inc. or a comparable service as determined in the
Company’s discretion; or (d) if the shares of Common Stock are not quoted by any
of the above, the average of the closing bid and asked prices on the relevant
date furnished by a professional market maker for the shares, or by such other
source, selected by the Company; provided, however, that if an average of prices over a period of
days is not applicable and no public trading of the shares occurs on the
relevant date but the shares are so listed, then Fair Market Value shall be
determined as of the earliest preceding date on which trading of the shares does
occur; and (ii) if the shares of Common Stock on the relevant date are not
listed for trading on a national exchange or market, then Fair Market Value
shall be the value established by the Company in good faith. 

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               7.2      Section
83(b) Election. If you are a United States taxpayer, you hereby acknowledge
that you have been advised by the Company to seek independent tax advice from
your own advisors regarding the availability and advisability of making an
election under Section 83(b) of the Internal Revenue Code of 1986, as amended,
and that any such election, if made, must be made within 30 days of the Grant
Date. You expressly acknowledge that you are solely responsible for filing any
such Section 83(b) election with the appropriate governmental authorities,
irrespective of the fact that such election is also delivered to the Company.
You may not rely on the Company or any of its officers, directors, or employees
for tax or legal advice regarding this award. You acknowledge that you have
sought tax and legal advice from your own advisors regarding this award or have
voluntarily and knowingly foregone such consultation. 

     8.      ADJUSTMENTS
FOR CORPORATE TRANSACTIONS AND OTHER EVENTS. 

               8.1     
Stock Dividend, Stock Split, and Reverse Stock Split. Upon a stock
dividend of, or stock split or reverse stock split affecting, the Common Stock,
the number of Award Shares and the number of such Award Shares that are
nonvested and forfeitable shall, without further action of the Board of
Directors of the Company, be adjusted to reflect such event. The Company shall
make appropriate adjustments, in its discretion, to address the treatment of
fractional shares with respect to the Award Shares as a result of the stock
dividend, stock split, or reverse stock split; provided, however,
that such adjustments do not result in the issuance of fractional Award Shares.
Adjustments under this Section 8.1 will be made by the Company, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding, and conclusive. 

               8.2     
Binding Nature of Agreement. The terms and conditions of this Agreement
shall apply with equal force to any additional and/or substitute securities
received by you in exchange for, or by virtue of your ownership of, the Award
Shares, to the same extent as the Award Shares with respect to which such
additional and/or substitute securities are distributed, whether as a result of
any spin-off, stock split-up, stock dividend, stock distribution, other
reclassification of the Common Stock of the Company, or similar event, except as
otherwise determined by the Company. If the Award Shares are converted into or
exchanged for, or stockholders of the Company receive by reason of any
distribution in total or partial liquidation or pursuant to any merger of the
Company or acquisition of its assets, securities of another entity, or other
property (including cash), then the rights of the Company under this Agreement
shall inure to the benefit of the Company’s successor, and this Agreement shall
apply to the securities or other property (including cash) received upon such
conversion, exchange, or distribution in the same manner and to the same extent
as the Award Shares. 

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     9.      RIGHTS
AS A STOCKHOLDER,
DIRECTOR,
EMPLOYEE, OR
CONSULTANT. 

               9.1     
Rights as a Stockholder. Except as otherwise provided in this Agreement
with respect to restrictions on transfer of any nonvested and forfeitable Award
Shares, you are entitled to all rights of a stockholder of the Company,
including the right to vote the Award Shares and receive dividends and/or other
distributions declared on the Award Shares. 

               9.2      Director,
Employee, or Consultant Status. You understand and acknowledge that, except
as otherwise provided in a separate, written employment agreement between you
and the Company or an affiliate, your employment is “at will” and is for no
specified term. Nothing in this Agreement or the Plan shall confer upon you any
right to continue in the Service of the Company or an affiliate or interfere in
any way with any right of the Company or an affiliate to terminate your Service
as a director, an employee, or consultant, as the case may be, at any time. 

     10.      MISCELLANEOUS
PROVISIONS. 

               10.1      Further
Instruments. The parties hereto agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement. 

               10.2      Binding
Effect; Parties; Entire Agreement. Subject to the restrictions on transfer
set forth herein, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors, and assigns. This Agreement is between you and the Company. This
Agreement shall constitute the entire understanding and agreement between you
and the Company with respect to the subject matter contained in this Agreement
and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among you and the Company with respect to such
subject matter. 

               10.3      Amendment.
This Agreement may be amended from time to time by the Company in its
discretion; provided, however, that this Agreement may not be
modified in a manner that would have a materially adverse effect on the Award
Shares as determined in the discretion of the Company, except as provided in the
Plan or in a written document signed by each of the parties hereto. 

               10.4     
Delivery of Documents and Notices. Any notice required or permitted under
this Agreement shall be given in writing and shall be deemed effectively given
(except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, upon electronic delivery
at the e-mail address, if any, provided for you by the Company, or, upon deposit
with an internationally recognized overnight courier service with postage and
fees prepaid, addressed to the other party at the address of such party set
forth in this Agreement or at such other address as such party may designate in
writing from time to time to the other party.

                         (a)      Description
of Electronic Delivery. This Agreement, the Plan, and any reports
of the Company provided generally to the Company’s stockholders may be delivered
to you electronically. Such means of electronic delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the internet
site of a third party involved in administering this Agreement, the delivery of
the document via e-mail or such other means of electronic delivery specified by
the Company. 

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                         (b)      Consent
to Electronic Delivery. You consent to the electronic delivery of
this Agreement and any reports of the Company provided generally to the
Company’s stockholders. You acknowledge that you may receive from the Company a
paper copy of any documents delivered electronically at no cost to you by
contacting the Company by telephone or in writing. You further acknowledge that
you will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, you understand that you
must provide the Company or any designated third party administrator with a
paper copy of any documents if the attempted electronic delivery of such
documents fails. You may revoke your consent to the electronic delivery of
documents or may change the electronic mail address to which such documents are
to be delivered (if you have provided an electronic mail address) at any time by
notifying the Company of such revoked consent or revised e-mail address by
telephone, postal service, or electronic mail. Finally, you understand that you
are not required to consent to electronic delivery of documents. 

               10.5      Applicable
Law. This Agreement shall be governed by the laws of the State of Florida as
such laws are applied to agreements between Florida residents entered into and
to be performed entirely within the State of Florida. 

               10.6      Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. 

               10.7     
No Future Entitlement. By execution of this Agreement, you acknowledge
and agree that: (i) the grant of Award Shares is a one-time benefit which does
not create any contractual or other right to receive future grants of Award
Shares, or compensation in lieu of Award Shares; (ii) all determinations with
respect to any such future grants, including, but not limited to, the times when
Award Shares shall be granted and the maximum number of Award Shares granted,
will be at the sole discretion of the Company; (iii) the value of the Award
Shares is outside the scope of the your employment contract; (iv) the value of
the Award Shares is not part of normal or expected compensation for purposes of
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits, or similar
payments; (v) the vesting of the Award Shares ceases upon termination of Service
with the Company or transfer of employment from the Company, or other cessation
of eligibility for any reason, except as may otherwise be explicitly provided in
this Agreement; and (vi) no claim or entitlement to compensation or damages
arises if the Award Shares do not increase in value and you irrevocably release
the Company from any such claim that does arise. Neither this Agreement nor any
provision hereunder shall be construed so as to grant you any right to remain in
the Service of the Company. 

               10.8      Personal
Data. For the exclusive purpose of implementing, administering, and
managing the Award Shares, you, by execution of this Agreement, consent to the
collection, receipt, use, retention, and transfer, in electronic or other form,
of your personal data by and among the Company and its third party vendors. You
understand that personal data (including but not limited to, name, home address,
telephone number, employee number, employment status, social security number,
tax identification number, job, and payroll location, data for tax withholding
purposes, and Award Shares granted, forfeited, vested, and unvested) may be
transferred to third parties assisting in the implementation, administration,
and management of the Award Shares and you expressly authorize such transfer as
well as the retention, use, and the subsequent transfer of the data by the
recipient(s). You understand that these recipients may be located in your country or elsewhere,
and that the recipient’s country may have different data privacy laws and
protections than your country. You understand that data will be held only as
long as is necessary to implement, administer, and manage the Award Shares. You
understand that you may, at any time, request a list with the names and
addresses of any potential recipients of the personal data, view data, request
additional information about the storage and processing of data, require any
necessary amendments to data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing the Company’s legal department
representative. You understand, however, that refusing or withdrawing your
consent may affect your ability to accept an Award Share. 

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               10.9      The
Company’s Rights. The existence of the Award Shares shall not affect in any
way the right or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company’s capital structure or its business, or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or other stocks
with preference ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of the Company’s assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise. 

               10.10      Conformity
with Plan. This Agreement is intended to conform in all respects with, and
is subject to all applicable provisions of, the Plan. Inconsistencies between
this Agreement and the Plan shall be resolved in accordance with the terms of
the Plan. In the event of any ambiguity in this Agreement or any matters as to
which this Agreement is silent, the Plan shall govern. A copy of the Plan
is available upon request to the Company. 

	NET 1 UEPS TECHNOLOGIES, INC. 	 	EMPLOYEE 
	  	  	 	  
	By: 	 
    	 	 
    
	  	  	 	Signature 
	Its: 	 
    	 	 
    
	  	  	 	Date 
	Address: 	President Place 	 	 
    
	  	4th Floor 	 	Address 
	  	Johannesburg 2196 	 	 
    
	  	South Africa 	 	  


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