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





Exhibit 10.80 

Service Agreement (NET1 KOREA) 

This Service Agreement (this “Agreement”) is entered
into on the 27th day of October, 2017, by and between: 

	 	I. 	
      NET1 APPLIED TECHNOLOGIES KOREA, a company organized and
      existing under the laws of the Republic of Korea (“Korea”), with
      its registered office at Seong Bo Building, 5th Floor, 169-10
      Samsung-Dong, Gangnam-Gu, Seoul, 135-090 Korea (the “Company”);
      and

	 	 	 
	 	II. 	
      PHIL-HYUN OH, a natural person residing at xxx (the
      “Executive”).



WITNESSETH: 

WHEREAS, the Company wishes to appoint the Executive as of its
representative director; 

WHEREAS, the Company’s subsidiary KSNET, Inc. (“KSNET”)
intends to reappoint the Executive as its representative director, under the
terms of the Service Agreement with KSNET, of the same date hereof; and 

WHEREAS, the Executive wishes to accept these appointments;


NOW, THEREFORE, in consideration of the mutual promises set
forth hereinafter, the parties hereto agree as follows: 

1.        
 Appointment.

The Company shall appoint the Executive as its representative
director, effective as of July 1, 2017 (the “Effective Date”). And the
Executive shall accept such appointment, and perform the functions and carry out
the duties and responsibilities set forth hereinafter as the representative
director of the Company on the terms and conditions set forth in this Agreement.


2.          Duties and Responsibilities. 

	 	(a) 	
      As the representative director, the Executive shall have
      the power, authority and responsibility delegated to the Executive by the
      board of directors of the Company (the “Board of Directors”) and as
      provided for in the articles of incorporation of the Company (the
      “Articles of Incorporation”) and the Korean Commercial Code
      (collectively, the “General Services”). In this regard, it is
      hereby acknowledged and agreed that the Executive shall be entitled to
      communicate with and shall rely upon the advice, direction and
      instructions of the Board of Directors in order to initiate, coordinate
      and implement the General Services as contemplated herein, subject, at all
      times, to the final direction and supervision of the Board of
      Directors.



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	 	(b) 	
      Without limiting in any manner the generality of the
      General Services, the Executive shall perform the General Services
      faithfully, diligently, to the best of the Executive’s ability, and in the
      best interests of the Company, consistent with the Executive’s position as
      the representative director of Company, and will devote and prioritize his
      full working time and use his best efforts for the Company in that
      regard.

	 	 	 
	 	(c) 	
      The Executive hereby acknowledges and agrees to abide by
      the rules, regulations, instructions, personnel practices, policies and
      procedures of each of the Company and Net 1 UEPS Technologies, Inc.
      (“Net l”), and any changes thereto which may be adopted from time
      to time as such rules, regulations, instructions, personnel practices,
      policies and procedures may be applied to the Executive as the
      representative director of the Company.



3.          Direction. The Executive shall at all times
be subject to and act in accordance with the Articles of Incorporation and the
rules, regulations and instructions issued or approved from time to time by the
Board of Directors, as well as the Korean Commercial Code. 

4.          Compensation. As the representative
director of the Company, the Executive shall receive the compensation,
benefits and allowances for services rendered to the Company as set forth below.
No other compensation, other than the items specifically mentioned in this
Agreement, shall be paid to the Executive in relation to his position as the
representative director of the Company. The Company shall pay
to the Executive all of the compensation described herein in compliance with the
Korean Commercial Code and the Articles of Incorporation, subject to regular and
customary deductions and tax withholdings as required by applicable laws and
regulations. 

	 	(a) 	
      Base Salary: The Executive shall be
      compensated at the rate of KRW 12 million per year (the “Base
      Salary”), in four (4) equal quarterly installments commencing
      September 2017 and to be paid in arrears on the same day of the month on
      which the other executives of the Company receive their
    compensation.

	 	 	 	 
	 	(b) 	
      Stock Grant. The Executive will continue to be
      eligible for participation in the stock incentive plan of Net 1 under the
      terms of the Amended and Restated Stock Incentive Plan of Net 1 UEPS
      Technologies, Inc. (the “Stock Incentive Plan”).

	 	 	 	 
	 	(c) 	
      Additional Benefits. To the extent permitted by
      applicable law, the Executive (and where applicable, his plan-eligible
      dependents) will be eligible to participate in the following benefits
      maintained by the Company for the benefit of its executive officers,
      subject in any event to the eligibility requirements and other terms and
      conditions to those plans and programs:

	 	 	 	 
	 		(i) 	
      Health Insurance – The Executive shall be entitled
      to participate in the national health insurance in accordance with the
      applicable laws, rules, and regulations, and shall be reimbursed for
      annual physical examinations for the Executive and his
  spouse.



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	 	(ii) 	
      National Pension – The Executive shall be entitled
      to participate in the national pension plan in accordance with the
      applicable laws, rules, and regulations.




	 	(d) 	
      Vacation. The Executive shall be entitled to take
      twenty-one (21) days of paid vacation during each twelve (12) months of
      the Executive’s service term hereunder, and which vacation may be taken on
      dates to be selected by mutual agreement of the Board of Directors and the
      Executive, consistent with the requirements of his service. Such vacation
      days are not cumulative and as a result, the unused vacation days in a
      given year will not be carried over to subsequent years nor will the
      Company provide any compensation for unused vacation days to the
      Executive.

	 	 	 
	 	(e) 	
      Reimbursement of Business Expenses. The Company
      agrees to reimburse the Executive for reasonable business-related expenses
      incurred in the performance of the General Services in accordance with the
      Company’s rules and regulations.



5.          Retirement Benefits. Upon the termination of
this Agreement, the Executive shall be entitled to receive retirement benefits
in accordance with the Company’s rules and regulations. 

6.          Term of Agreement; Termination.

	 	(a) 	
      This term of this Agreement will begin on the Effective
      Date, and will continue for a term of three (3) years, from July 1, 2017
      to June 30, 2020.

	 	 	 
	 	(b) 	
      The Company may remove the Executive from his position as
      the representative director of the Company with or without “justifiable
      cause” at a meeting of the board of directors or shareholders, as
      applicable, of the Company prior to the expiration of his then current
      term of office as provided for under the Korean Commercial Code, in which
      case this Agreement shall terminate immediately upon written notice
      thereof. For purposes of this Article 6, the term “justifiable cause”
      shall include any of the following circumstances, as well as any other
      circumstances permitted under applicable law:




	 	(i) 	
      The Executive has breached the provisions on
      non-competition or confidentiality of this Agreement;

	 	 	 
	 	(ii) 	
      The Executive has taken actions that are likely to result
      in a material loss of or harm to the business, reputation or goodwill of
      the Company;

	 	 	 
	 	(iii) 	
      The Executive has misappropriated funds or assets of the
      Company;

	 	 	 
	 	(iv) 	
      The Executive has concealed from or falsely disclosed to
      the Company his name, age, education, experience, or other personal
      information;

	 	 	 
	 	(v) 	
      The Executive has failed to show performance results or
      job capacity;

	 	 	 
	 	(vi) 	
      The Executive has committed a crime or offense which will
      adversely affect the interest or reputation of the
  Company;



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	 	(vii) 	
      The Executive has committed gross negligence, willful
      misconduct or any violation of laws in performance of his duties;
  or

	 	 	 
	 	(viii) 	
      The Executive has done any of the above, or any similar
      act or omission, which constitutes justifiable cause for termination from
      his position with an affiliate of the Company.




	 	(c) 	
      In the event the Executive is removed from office as a
      director of the Company without justifiable cause by a special resolution
      of the shareholders of the Company and this Agreement is terminated as a
      result thereof, the Executive shall be entitled to receive the Base Salary
      that would have been due and payable to the Executive if the Executive was
      fully employed with the Company with respect to the remainder of the
      then-current fiscal year in which the Executive was removed.

	 	 	 
	 	(d) 	
      The Executive agrees that in the event of the termination
      of his services with the Company, the Executive will assist the Company
      with any procedures in connection with such termination, including,
      without limitation, the transition of services. The Executive agrees that
      he will return all property of the Company, including laptops, mobile
      phone, personal digital assistants (PDAs), or other data devices provided
      by the Company, as well as all Company information whether original copies
      or duplicates in or on whatever media, in his control, custody, or
      possession to the Company immediately upon termination of his services or
      upon request by the Company at any time.



7.          Non-Competition. In consideration of the Base Salary and
all other compensation to be paid to the Executive by the Company as set forth
in this Agreement, the Executive agrees that during the term of this Agreement
and for a period of three (3) years after the termination or expiration hereof,
the Executive shall not, without the Company’s prior written consent, directly
or indirectly, lend his credit, advice, or assistance, or engage in any activity
or act in any manner, including but not limited to, as an individual, owner,
sole proprietor, founder, associate, promoter, partner, joint venture
participant, shareholder (other than as a less than one percent (1%) shareholder
of a publicly traded corporation), officer, director, trustee, manager,
employer, employee, licensor, licensee, principal, agent, salesman, broker,
representative, consultant, advisor, investor or otherwise, for the purpose of
establishing, operating or managing any business or entity that is engaged in
activities competitive with the business that the Company has conducted or
proposed to conduct during the Executive’s service term in any geographic area
in which the Company has conducted or proposed to conduct that business.


8.          Non-Solicitation. 

	 	(a) 	
      In consideration of the Base Salary and all other
      compensation to be paid to the Executive by the Company as set forth in
      this Agreement, the Executive agrees that during the term of this
      Agreement and for a period of three (3) years after the termination or
      expiration hereof, the Executive shall not, whether for his own account or
      for the account of any other Person (as hereinafter defined), directly or
      indirectly interfere with the Company’s relationship with or endeavor to
      divert or entice away from the Company any Person who or which at any time
      during the Executive’s service term is or was an agent, officer,
  employee, customer, distributor, or consultant of the Company.



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	 	(b) 	
      As used in this Agreement, the term “Person” means
      any individual, corporation joint venture, general or limited partnership,
      association, or other entity.



9.          Confidentiality. 

	 	(a) 	
      The Executive understands and agrees that the business of
      the Company is unique and specialized and that, in connection with his
      service with the Company, he will receive or have access to Confidential
      Information (as hereinafter defined). In consideration of the Base Salary
      and all other compensation to be paid to the Executive by the Company as
      set forth in this Agreement, the Executive agrees that at all times from
      and after the Effective Date, he shall keep secret all such Confidential
      Information and will not, except as required by law, directly or
      indirectly, or individually or collectively, “Use” (as hereinafter
      defined) or “Disclose” (as hereinafter defined) the same to any Person
      without first obtaining the written consent of the Company. At any time
      the Company may so request, the Executive shall turn over to the Company
      all books, notes, memoranda, manuals, notebooks, tables, drawings,
      calculations, records and other documents made, compiled by or delivered
      to him containing or concerning any Confidential Information, including
      copies thereof, in his possession, it being agreed that the same and all
      information contained therein are at all times the exclusive property of
      the Company.

	 	 	 
	 	(b) 	
      As used in this Section, the term “Confidential
      Information” means any information or compilation of information not
      generally known to the public or the industry relating to procedures,
      techniques, methods, concepts, ideas, affairs, products, processes, and
      services related to the Company’s business, including but not limited to,
      information relating to marketing, merchandising, selling, research,
      development, purchasing, costs, customers, plans, pricing, billing, needs
      of customers, and services used by customers of the Company. Confidential
      Information for purposes of this Agreement shall also include all lists of
      customers, addresses, prospects, sales calls, products, services, prices,
      and the like, as well as any specifications, formulas, plans, drawings,
      accounts or sales records, sales brochures, books, code books, records,
      manuals, trade secrets, knowledge, know-how, pricing strategies, operating
      costs, sales margins, methods of operation, and the like. All information
      disclosed to the Executive during the term of his service with the Company
      which he has a reasonable basis to believe to be Confidential Information,
      or which was previously or currently is treated by the Company as
      Confidential Information, shall be presumed to be Confidential
      Information.

	 	 	 
	 	(c) 	
      As used in this Section, the term “Disclose” means
      to reveal, deliver, divulge, disclose, publish, copy, communicate, show or
      otherwise make known or available to any other Person, or in any way to
      copy, any of the Confidential Information.

	 	 	 
	 	(d) 	
      As used in this Section, the term “Use” means to
      appropriate any of Confidential Information for the benefit of any Person
      other than the Company.



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	 	(e) 	
      In addition, the Executive acknowledges and agrees to
      comply with the Company’s policy on the use of e-mail, fax, intranet and
      the Internet, and the use of computer software as amended from time to
      time, and accept that the Company will monitor his work practices and the
      use of office networks as and when appropriate.



10.       
Intellectual Property Rights. 

	 	(a) 	
      To the maximum extent allowed by law, all Intellectual
      Property (as hereinafter defined) created or developed by the Executive
      (whether alone or jointly with others) in the course of his services or
      outside the course of his duties but relating to the business of the
      Company shall belong to the Company absolutely. In consideration of the
      Base Salary and all other compensation to be paid to the Executive by the
      Company as set forth in this Agreement, the Executive hereby assigns to
      the Company all his right, title and interest in such Intellectual
      Property (whether now existing or brought into being in the future) to the
      maximum extent allowed by law, undertakes to do everything necessary
      during and after the term of this Agreement to vest all right, title and
      interest in such Intellectual Property in the Company or its nominee, and
      irrevocably and unconditionally waives any moral rights or similar rights
      that he may have, so far as permitted by law, in exchange for reasonable
      compensation to be paid by the Company in accordance with the Company’s
      relevant rules and regulations (if any) or the applicable laws of
      Korea.

	 	 	 
	 	(b) 	
      As used in this Section, the term “Intellectual
      Property” means trademarks, service marks, trade names, domain names,
      logos, get-up, patents, inventions, registered and unregistered design
      rights, copyrighted works, database rights, and all other similar rights
      and works in any part of the world (including know-how), including, where
      such rights are obtained or enhanced by registration, any registration of
      such rights and applications and rights to apply for such
      registrations.



11.        Reasonableness
of Covenants. The Executive acknowledges and agrees that the terms and
conditions, geographic scope, and period of duration of the restrictive
covenants contained in Sections 7, 8, 9, and 10 above are both fair and
reasonable and that the interests sought to be protected by the Company are
legitimate business interests entitled to be protected. 

12.        Breach
of this Agreement. If the Executive commits a breach or threatens to
commit a breach of any of the provisions of Sections7, 8, 9, and 10of this
Agreement, the Company shall have the right and remedy to have those provisions
specifically enforced by any court having equity or equivalent jurisdiction, it
being acknowledged and agreed by the Executive that the rights and privileges of
the Company granted in Section 7, 8, 9, and 10are of a special, unique and
extraordinary character and any such breach or threatened breach will cause
great and irreparable injury to the Company and that money damages will not
provide an adequate remedy to the Company.

13.        Tax
Returns. Filing annual income tax returns with the relevant tax
authorities is the responsibility of the Executive. The Company shall have the
right to deduct and withhold from the compensation payable to the Executive
hereunder any amounts required to be deducted and withheld under the provisions
of any applicable laws. 

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14.        Entire
Agreement 

This Agreement contains the entire agreement
between the parties relating to the subject matter hereof. No modification,
alteration or amendment of this Agreement and no waiver of any provision hereof
may be made unless such modification, alteration, amendment, or waiver is set
forth in writing signed by the parties hereto. 

15.       
Governing Law and Severability. This Agreement shall be
construed in accordance with and governed by the laws of Korea. With respect to
any disputes arising from this Agreement, the Seoul Central District Court shall
have exclusive jurisdiction. If any provision of this Agreement shall be held by
a court of competent jurisdiction to be illegal, invalid, or unenforceable, the
remaining provisions shall remain in full force and effect, legal, and
enforceable, as if the above illegal, invalid, or unenforceable provision had
never existed herein. 

16.       
Assignment. Neither party may assign this Agreement or any of
its rights hereunder without the prior written consent of the other party,
provided that the Company may assign this Agreement to any of its affiliates.

17.       
Prevailing Language. This Agreement may be executed in
multiple counterparts in the English language, each of which shall be deemed an
original but which, taken together, shall constitute one and the same
instrument. Should any conflict arise between the English language version of
this Agreement and any translation hereof, the English language version shall be
controlling. 

18.        Survival.
Sections 6, 7, 8, 9, 15, and 18 shall survive any termination of this Agreement
or the end of its term. 

19.        Non-Employee.
The Executive acknowledges that he is not an employee of the Company under the
applicable laws and regulations of Korea and, as such, shall not be entitled to
any benefits given to employees under such laws and regulations, unless such is
specifically provided for under the terms and conditions of this Agreement. 

20.       
Indemnification. The parties hereto hereby each agree to
indemnify and save harmless the other party hereto and including, where
applicable, their respective subsidiaries and affiliates and each of their
respective directors, officers, employees, consultants, associates, counsel and
agents (each such party being an “Indemnified Party”) harmless from and
against any and all losses, claims, actions, suits, proceedings, damages,
liabilities or expenses of whatever nature or kind and including, without
limitation, any investigation expenses incurred by any Indemnified Party,
(collectively “Loss”) to which an Indemnified Party may become subject as
a result of any breach of, or failure by, the other party to perform any of its
covenants, agreements or other obligations contained in this Agreement so long
as the Loss is not caused by the willful misconduct or gross negligence of the
Indemnified Party. 

21.       
Access to Email. Any email account issued to the Executive by
the Company is deemed the exclusive property of the Company and is to be used by
the Executive solely for the purpose of performing the General Services under
this Agreement. Furthermore, by accepting the terms of this Agreement, the
Executive agrees and consents to the Company accessing the issued email account
and disclosing any information obtained therein to any third party whenever the
Company finds it necessary to protect its interests in connection with: (i)
preventing acts of libel 

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through email; (ii) protecting Confidential Information and
other business secrets; (iii) preventing infringement of intellectual property
rights; (iv) preventing the illegal use of email; (v) the use of emails as
evidence in legal proceedings; and (vi) any other reason that the Company deems
necessary to protect its interests. 

[Signatures to follow on next page] 

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IN WITNESS WHEREOF, the parties hereto and/or their duly
authorized representatives have executed this Agreement as of the date first
written above. 

	 	COMPANY: 
	 	NET1 APPLIED TECHNOLOGIES KOREA




	 	By: 	/s/
      Herman G Kotzé 
	 	 	Name: Herman G. Kotzé 
	 	 	Title: Director 



 

	 	EXECUTIVE: 
	 	  
	 	/s/
      PHIL-HYUN OH
	 	PHIL-HYUN OH 
	 	Address: xxx 


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