Net 1 UEPS Technologies, Inc.: Exhibit 10.15 - Filed by newsfilecorp.com






Exhibit 10.15

NET 1 UEPS TECHNOLOGIES, INC. 
RESTRICTED STOCK AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

     Net 1 UEPS Technologies, Inc., a
Florida corporation (the “Company”) has granted to the
Non-Employee Director 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 2004
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 Director: 	 
	Date of Grant (the
      “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 service with the
Company as a member of its Board of Directors ( “Service”) is
continuous from the Grant Date through the applicable vesting date. 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.




     (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% 



     3.      RESTRICTIONS
ON TRANSFER. 

     Any attempt to dispose of any
such Award Shares in contravention of this Agreement 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.

     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 and Mr. Herman Gideon Kotze, 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.




     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. Upon the request of the Company, you shall
deliver to the Company a stock power, endorsed in blank, with respect to any
Award Shares that have been forfeited pursuant to this Agreement. All regular
cash dividends on the Award Shares held by the Company will be paid directly to
you on the dividend payment date.

     6.     
LEGENDS.

     Until the Award Shares become
transferable, 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.

               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.

     9.      RIGHTS
AS A STOCKHOLDER, DIRECTOR, 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
or Consultant Status. You understand and acknowledge that, except as
otherwise provided in a separate, written service or consulting agreement
between you and the Company or an affiliate, your Service is at the discretion
of the Company 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 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.

                         (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 your service or consulting contract, if any; (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 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.

               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. 	 	DIRECTOR 
	  	  	 	  
	  	  	 	  
	  	  	 	  
	By: 	 
    	 	 
    
	Its 	  	 	Signature 
	  	  	 	  
	  	  	 	  
	Date: 	 
    	 	Date:
    
	  	  	 	  
	  	  	 	  
	Address: 	President Place 	 	 
    
	  	4th Floor 	 	Address 
	  	Johannesburg 2196 	 	  
	  	South Africa