loarestraintclewis1dec20







               MATRIX CORNER | HOWICK CLOSE | WATERFALL PARK | BEKKER ROAD | MIDRAND   PO BOX 12326 | VORNA VALLEY | 1686 JOHANNESBURG | SOUTH AFRICA   PHONE +27 11 654 8279 | FAX +27 11 654 8286       1 December 2013         Catherine Lewis   c/o MiX Telematics International (Pty) Ltd   Blaauwklip Office Park 2   Cnr Strand and Webers Vallei Roads   Stellenbosch   7600      Dear Catherine      STANDARD TERMS AND CONDITIONS OF EMPLOYMENT      We have pleasure in confirming your terms of employment, as set out in this letter.  Please find attached a copy for   your records.  Please acknowledge acceptance of these terms by signing below and returning this letter.      1. INTRODUCTION      The parties to this agreement are MiX Telematics Limited (“MiX Telematics”) (“the Company”) and   Catherine Lewis (ID number 750501 0052 083) (“the Employee”).      2. APPOINTMENT      2.1 The Company hereby appoints and the Employee hereby accepts appointment as Managing Director – MiX   Telematics International (CSO).      2.2 It is agreed that the Company may, at any time, designate any of its subsidiaries or associates to fulfil its   obligations and exercise its rights.  The Company may therefore oblige the Employee to transfer to a   different subsidiary or associate of the Company and the Employee acknowledges and agrees to such   transfer, on mutually agreed terms.      3. DURATION      The Employee’s employment with the Company will continue for an indefinite period terminable on not less   than 3 (three) calendar months’ written notice by either party to the other, subject to the provisions of   clause 11 below.      4. DUTIES OF EMPLOYEE      The Employee shall –      4.1 initially report directly to Charles Tasker, the executive responsible for Global Fleet Solutions for the group   (“Fleet CEO”);      4.2 perform the general duties of a designation as may from time to time be determined by the Fleet CEO;      MiX Telematics Limited registration number 1995/013858/06                                                                                                                   www.mixtelematics.com      DIRECTORS:  SR BRUYNS (Chairman) |  SB JOSELOWITZ (CEO) |  EN BANDA |  HR BRODY |  CH EWING |  RA FREW |  ML PYDIGADU |  F ROJI (ALT)|  CWR TASKER |  AR WELTON   COMPANY SECRETARY: JAVA CAPITAL TRUSTEES AND SPONSORS (PROPRIETARY) LTD     





 







         4.3 devote such time and attention as may be necessary to the business and affairs of the Company,   considering their seniority and the requirements of the business;      4.4 obey the reasonable orders and directors of the Fleet CEO, carry out such functions and duties as are from   time to time assigned to the Employee and endeavour at all times to protect and promote the business and   interests of the Company and to preserve its reputation and goodwill, and;      4.5 perform such service for, and accept such office in subsidiary and/or associate companies of the Company   as may from time to time be reasonably required by the Company; and      4.6 not, without the prior written consent of the Fleet CEO, engage in any activities for remuneration outside   the scope of your employment with the Company.      5. REMUNERATION AND BENEFITS      5.1 Salary      5.1.1 The Employee’s total employment cost will be R2,000,000 (Two million Rand) per annum, which shall   represent the total cost to Company, which shall be paid monthly.  The Employee hereby acknowledges   that should he/she receive unauthorised over-payment ie. Salary, commission, benefits, leave, incentives,   etc, he/she will reimburse the Company with said payment within 30 days after receipt of such payment.      5.1.2 Salaries are paid on the end of each month by way of a direct transfer into the Employee’s nominated bank   account, or earlier at the discretion of the Company.      5.1.3 The Employee’s salary will be subject to review once a year and any change shall be effective from April 1st.      5.2 Performance Bonus      5.2.1 In addition to the cost to company package the Employee may be entitled to an annual performance bonus.    This will be paid out on a bi-annual basis and will vary depending on the performance of the Group and an   assessment of the Employee’s performance by the Fleet CEO and the remuneration committee.      5.2.2 The parameters upon which any such bonus is based will be determined before the period to which it   relates but will be finally determined at the absolute discretion of the remuneration committee.      5.3 Deductions from Salary      5.3.1 The Company shall deduct from the Employee’s salary and bonus –      5.3.1.1 any amounts required by law to be deducted from such payments;   5.3.1.2 the Employee’s tax and pay same over to the tax authorities in the country from where the   payment is made.  The Company shall not be responsible to withhold and pay over taxes that the   employee may be liable for in any other jurisdiction;   5.3.1.3 other deductions, as required to be deducted and paid over, including but not limited to   retirement funding and medical scheme contributions as stipulated from time to time.      5.3.2 The Employee irrevocable authorises the Company to effect the deductions as contemplated.         5.3.3 Should indebtedness to the Company on the part of the Employee become known after the termination of   the Employee’s employment, then the Company reserves the right to claim such indebtedness back from   the Employee taking whatever action is otherwise necessary to recoup such indebtedness from the   Employee, with any costs being incurred in such recovery being for the Employee’s account.          Page 2 of 7        





 







         5.4 Travel and Entertainment      It is a condition of employment that the Company may require the Employee to travel away from the city in   which the Employee is based.  The Company shall pay the reasonable costs of any such travel and other   business related expenses, which costs shall require the Fleet CEO’s authorisation prior to reimbursement.      5.5 Hours of Work      5.5.1 As a senior executive the Employee is required to work the hours that are necessary but also reasonable.      5.5.2 The Employee will be obliged and hereby agrees to work reasonable amounts of unpaid overtime as   required in the best interests of the Company.      5.6 Pension Fund      5.6.1 The Employee may be obliged to join the retirement fund, applicable to the area in which they are   employed, from time to time, and will be bound by the rules of any such Fund.      5.6.2 The deduction of the Employee’s contribution to the applicable Fund will be made in terms of the rules of   the Fund and such costs will be deducted from the Employee’s Cost to Company Package.      5.6.3 If applicable, the Employee undertakes to become aware of the terms and conditions of the rules of the   Fund.      5.7 Medical Scheme      5.7.1 The rules of the Company’s medical scheme may make membership compulsory for the Employee.      5.7.2 The Employee will be liable for the full cost of the medical scheme and such costs will be deducted from the   Employee’s Cost to Company Package.      5.7.3 The Employee undertakes to become acquainted with the rules of the applicable scheme.      5.7.4 Any schemes available may reserve the right to determine eligibility to the scheme.  Therefore the   Employee cannot guarantee that membership of any scheme will be permitted, with or without special   conditions being applied to individual members.  The final decision to admit any member rests with the   scheme.      5.7.5 If the Employee retires from the Company and the Employee continues membership of the medical scheme,   the Company does not subsidise pensioner medical costs and all contributions payable will be for the   account of the Employee pensioner.      6. MOBILE PHONE and ON BOARD COMPUTER      6.1 The Company shall provide the Employee with a mobile phone for business purposes.      6.2 The Employee agrees that the Company shall be entitled to place an on board computer (OBC) into his/her   vehicle, if requested to do so by the Company.  The costs associated with the installation and maintenance   of the OBC shall be borne by the Company.  The Employee agrees that he/she will not tamper with the OBC   or alter any of the configurations or settings that will cause the OBC to malfunction in any way.      6.3 Should the provision of either of these items result in any liability for taxation, the tax (PAYE or otherwise)   will be for the Employee’s account.          Page 3 of 7        





 







         7. LEAVE      7.1 You shall be entitled to 20 (twenty) working days’ leave in respect of every 12 (twelve) months of   completed continuous service in terms of this agreement, such leave to be taken at a time convenient to   the Company.      7.2 Leave must be requested by the Employee and approved by the Fleet CEO in writing prior to the leave date.      7.3 Annual leave must be taken within 18 (eighteen) months of the end of the year in respect of which it   becomes due, otherwise the Employee will forfeit it.  The Company reserves the right to enforce leave.    Leave is not paid out in cash during employment.  The Company reserves the right to enforce a closure   period over the Christmas/New Year season which will be allocated to the Employee’s annual leave   entitlement.      8. SICK LEAVE/ABSENCE WITHOUT AUTHORISED LEAVE      8.1 You will be entitled to 30 working days sick leave for every 36 completed continuous months’ of   employment.  Sick leave is not accumulated from one cycle to the next.        8.2 The Employee is obliged to advise the Company, as soon as practically possible, either personally or through   a third person, by not later than 12h00 on the first day of his/her absence from work, of the fact that   he/she is unable to attend work due to illness and he/she is obliged to provide an estimate of the duration   for which he/she will be away from work.      8.3 The Employee is obliged to submit a certificate of a registered medical/traditional practitioner in respect of   any absence in excess of 2 consecutive days, or any absence on a Monday or a Friday, or any day before or   after a Public Holiday to the Employer immediately after his/her return to work.  Any failure by the   Employee to advise his/her Manager of his/her absence from work, within a reasonable time, and any   failure to comply with the certification requirement, shall constitute a material break of this agreement and   a disciplinary offence.      8.4 Absences for reasons other than sick leave, which are unexpected, are to be treated in the same way as sick   leave, barring the certification requirement.  Where applicable, the employer may request documentary   evidence of the requirement to be away from work on an urgent basis and such evidence may not be   unreasonably withheld by the Employee.  Failure to comply with this requirement may constitute a material   breach of this agreement and may be a disciplinary offence.       9. CONFIDENTIALITY      9.1 Confidential information includes but is not limited to financial, technical, business systems, personnel,   customer details and any other proprietary information belonging to the Company or to any other party   doing business with the Company, including its associates or subsidiaries (“Confidential Data”).  The   Employee agrees, at all times during after their employment with the company, to keep confidential and   not to divulge or use for any purpose (whether for his/her own financial benefit or the Company’s   detriment) any of the Confidential Data of the Company.      9.2 Upon the termination of the employment, the Employee shall return to the Company all Confidential Data   under their control.      9.3 The provisions of this clause shall not apply to any Confidential Data, which may come into the Public   Domain without any fault of the Employee.      9.4 The provisions of this clause shall survive the termination of this agreement.          Page 4 of 7        





 







         10. INTELLECTUAL PROPERTY      10.1 The Employee must disclose to the Company all inventions and improvements which he/she makes during   his/her employment by the Company or within six months after the termination of such employment, that   may within the existing or contemplated scope of the Company’s business or that of its subsidiaries and   associates.      10.2 The Employee agrees that any intellectual property, including patents, copyrights or trademark, (“IP”) that   the Employee might be entitled to during the period that the Employee is employed by the Company or any   of its associates or subsidiaries, shall automatically be transferred and become the property or the   Company, and the Company will enjoy all right, title and interest in such IP.      10.3 The Employee undertakes to do all things and refrain from doing anything that will prevent the transfer of   ownership of the IP to the Company.      11. TERMINATION      11.1 Misconduct      The employment of the Employee may be terminated at any time, either summarily or on notice by the   Company after a fair procedure establishes that he/she is guilty of any misconduct or he/she has acted in a   manner that could damage the reputation of the Company or he/she has committed a breach of a material   obligation under this agreement which is incompatible with a continued employment relationship, or if   he/she is found guilty of any act which would, at common law or in terms of any applicable statute, entitle   the Company to terminate his/her employment.  The Employee shall be bound by the Company’s   Disciplinary Code and Procedure as outlined in the MiX Telematics Employee Handbook, or where   unwritten, an accepted principle, or any written directives from time to time.      11.2 Incapacity, Incompatibility, Incompetence and Operational Reasons      The Company shall be entitled to terminate this agreement and the Employee’s employment in terms of   prevailing laws should operational reasons require the termination of same, or should the Employee   consistently perform poorly, be incompatible with the culture of the Company, or become incapacitated   and be unable to perform, provided that a fair procedure is followed in such termination decision.      11.3 Non-disclosure of a criminal record is a dismissable offence.      12. MISCELLANEOUS      12.1 Notices and Domicilia      12.1.1 All notices to be given in terms of this agreement shall be in writing and shall be delivered by hand to the   Employer and/or the Employee at the work place applicable at the time of such delivery and by hand or by   registered prepaid post, where the parties are not in attendance at the work place, to:      The Employee at the address set out at the end of this letter.      The Employer, clearly marked “For the attention of the Group Financial Director” at:       Matrix Corner    Howick Close    Waterfall Park    Midrand      which physical addresses the parties select as their domicilium citandi et executandi.      Page 5 of 7        





 







         12.1.2 Either party shall be entitled at any time to change its domicilium to any other physical address, provided   that such change shall take effect upon delivery or deemed delivery of notice thereof to the other party.      12.1.3 Any notice shall, if delivered by hand during normal business hours to the person apparently in charge of   the premises selected by the addressee for the delivery of notice, be deemed to have been received on the   date of delivery and if sent by prepaid registered post, be deemed to have been received 14 consecutive   days after posting.      12.1.4 Notwithstanding the above notice actually received by the party to whom it is addressed shall be adequate   notice to it.      12.2 Entire Contract      This agreement contains all the express provisions agreed on by the parties with regard to the subject   matter of the agreement and the parties renounce the right to rely on any alleged express provision not   contained in the agreement or incorporated by reference.      12.3 Disclosure      The Employee will also be required to disclosure any conflict of interest or potential conflict of interest that   may exist at the present time or at any time during the duration of his/her employment.  Conflicts of   interest may arise by the Employee’s association with any person employed or otherwise associated with   any competitor of the Company or any supplier or customer of the Company.  If the Employee is unsure   whether such association poses a conflict, ensure it is properly disclosed to avoid problems of any kind in   the future.      All disclosures must in writing and addressed to the Fleet CEO immediately after the Employee becomes   aware of such conflict or potential conflict.  If a conflict is of such a nature that it precludes the Employee   from remaining in the Company’s employment, he/she hereby agrees that the Company may terminate   his/her employment in accordance with the terms of this contract, provided a fair procedure is followed.    Examples of conflictual associations or relationships include having a spouse or family members employed,   faithfully or otherwise, by competitive companies, suppliers or customers and where confidential trade   secrets of the Company may, in one way or another, be released, either wittingly or unwittingly.      12.4 Indulgences      No indulgence granted by a party shall constitute a renouncement or abandonment of any of that party’s   rights under this agreement; accordingly, that party shall not be precluded, as a consequence of having   granted such indulgence, from exercising any rights against the other party, which may have arisen in the   part or may arise in the future.      12.5 Variation      It is agreed that the Company reserves the right to vary any and/or all of the terms and conditions of   employment, rules and regulations, codes and procedures, from time to time, after due consultation with   the affected parties as required from time to time.         Yours sincerely   MIX TELEMATICS LIMITED               _______________________   Stefan Joselowitz   Group Chief Executive Officer   Page 6 of 7        





 







               I acknowledge that I know and understand the contents of this agreement and that I will make myself aware of all the   policies and procedures that apply by reference to this agreement and I hold myself bound to the terms, conditions,   policies and procedures applicable.  I further acknowledge that all information supplied to MiX Telematics (but not   limited to information given in the recruitment process), is true and correct.               Name     Signature    Date                     Residential address        Postal code      Page 7 of 7