Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Exhibit 10.46






NET 1 UEPS TECHNOLOGIES, INC. 
RESTRICTED
STOCK AGREEMENT 
FOR NON-EMPLOYEE DIRECTORS 

          Net
1 UEPS Technologies, Inc. (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: 	Christopher Stefan Seabrooke 
	 	 	 
	 	Grant Date: 	August 27, 2008 
	 	 	 
	 	Number of Award Shares: 	2,044 


          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 August
      27, 2009 	0% 
	On or after August
      27, 2009 and prior to August 27, 2010 	33.3% 
	On or after August
      27, 2010 and prior to August 27, 2011 	66.6% 
	On or after August
      27, 2011 	100% 



          As
provided in Section 3 below, an Award Share becomes transferable 11 months after
the date on which it becomes vested and nonforfeitable. 

          3.      RESTRICTIONS
ON TRANSFER.

                                   (a)      Until
11 months after 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. 

          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: /s/ Dr. Serge C.P.
      Belamant                               
    	 	/s/
      Christopher S. Seabrooke 
	 	 	Signature 
	Its: Chief Executive
      Officer                                       
    	 	Christopher S. Seabrooke 
	 	 	Date 
	Address:        
      President Place 	 	November 4, 2008 
	                         4th
      Floor 	 	Address 
	                         Johannesburg
      2196 	 	SABVEST LTD 
	                         South
      Africa 	 	4
      Commerce Square, 39 Rivonia Road
	 	 	Sandton 2196, South Africa