Contract
1
FOR NON-EMPLOYEE DIRECTORS
Lesaka 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 Stock Incentive Plan of Lesaka 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:
____________________________________
____________________________________
Number of Award Shares:
____________________________________
1.
D
EFINITIONS AND
C
ONSTRUCTION
.
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.
V
ESTING
;
T
ERMINATION OF
E
MPLOYMENT OR
S
ERVICE
.
(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. Any
accrued dividends attributable to such forfeited Award Shares shall also be forfeited if and when the Award
Shares are forfeited.
(c) Vesting of the Award Shares is conditioned upon your continuous Service through the
applicable vesting date. The aggregate number of whole Award Shares subject to this Agreement that shall
have become vested as of any date is determined by multiplying the number of Award Shares listed above by
the following percentage and rounding down:
Vesting Date
Percentage
Exhibit 10.51
2
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.
R
ESTRICTIONS ON
T
RANSFER
.
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.
C
OMPANY
-A
SSISTED
S
ALES OF
S
HARES
;
G
RANT OF
P
OWER OF
A
TTORNEY FOR
S
ALE OF
S
HARES
.
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 xxxxxx irrevocably constitute and appoint the Company’s chief executive officer or
successor and the Company’s chief financial officer or successor, each with full power and authority to act
together or alone in any matter hereunder and with full power of substitution, your true and lawful
attorneys-in-fact (individually an “
Attorney
,” and collectively, the “
Attorneys
”), with full power and authority
in your name, for and on your behalf, with respect to all matters arising in connection with the sale of vested
Award Shares, including, but not limited to, the power and authority on your behalf to take any and all of the
following actions: (i) to sell such vested Award Shares through a broker, including a transaction in which the
broker will act as a principal, at a purchase price per share as determined by negotiation between the
Company, the Attorneys, and the broker and to complete, execute, and deliver a stock power in relation to the
sale of vested Award Shares; (ii) on your behalf, to make representations and warranties and enter into
appropriate agreements to effect the sale of such vested Award Shares; (iii) to instruct the Company’s transfer
agent as the Attorneys shall determine on all matters pertaining to the delivery and custody of certificates for
such vested Award Shares; (iv) to incur or authorize the incurrence of any necessary or appropriate expense in
connection with the sale of such vested Award Shares; (v) if necessary, to endorse (in blank or otherwise) on
your behalf the certificate(s) representing such vested Award Shares and a stock power or powers attached to
such certificate(s); and (vi) to sign such other certificates, documents, and agreements and take any and all
other actions as the Attorneys may deem necessary or desirable in connection with the consummation of the
transactions contemplated by the power of attorney granted under this
Section 4
. Each Attorney may act alone
in exercising the rights and powers conferred on the Attorneys. Each Attorney is hereby empowered to
determine in his sole discretion the time or times when, the purpose for and the manner in which any power
herein conferred upon him shall be exercised, and the conditions, provisions, or covenants of any instrument
or document which may be executed by him pursuant hereto. The power of attorney granted under this
Section 4
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
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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
distributees, successors, and assigns.
5.
C
ERTIFICATE
R
EGISTRATION
.
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.
6.
L
EGENDS
.
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.
T
AX AND
/
OR
S
OCIAL
I
NSURANCE
W
ITHHOLDING
.
7.1
. 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 in
the Plan) equal to the amount necessary to satisfy the statutory minimum withholding amount due.
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.
R
IGHTS AS A
S
TOCKHOLDER
,
D
IRECTOR
,
C
ONSULTANT
.
8.1
Rights as a Stockholder
. Any or all dividends or other distributions paid on this
Award during the period of such restrictions shall be accumulated (without interest) or reinvested in additional
Shares, which in either case shall be subject to the same restrictions as this underlying Award or such other
restrictions as the Committee may determine. Any accrued dividends attributable to forfeited Award Shares
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shall also be forfeited if and when Award Shares are forfeited. 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 accrue dividends
and/or other distributions declared on the Award Shares.
8.2
Director or Consultant Status.
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.
9.
M
ISCELLANEOUS
P
ROVISIONS
.
9.1
Further Instruments.
to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
9.2
Binding Effect; Parties; Entire Agreement.
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.
9.3
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.
9.4
Delivery of Documents and Notices.
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)
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)
.
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,
5
or electronic mail. Finally, you understand that you are not required to consent to electronic delivery of
documents.
9.5
Applicable Law.
as such laws are applied to agreements between Florida residents entered into and to be performed entirely
within the State of Florida.
9.6
Counterparts.
be deemed an original, but all of which together shall constitute one and the same instrument.
9.7
No Future Entitlement.
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.
9.8
Personal Data
. For the exclusive purpose of implementing, administering, and
managing the Award Xxxxxx, 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 Xxxxxx 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.
9.9
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.
9.10
Adjustments for Corporate Transactions and Other Events
. Adjustments for
corporate transactions and other events will be governed under the terms of the Plan.
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9.11
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.
LESAKA TECHNOLOGIES INC. DIRECTOR
By:
Its Signature
Date: ____________________________ Date: _______________________________
Address: President Xxxxx
0xx Xxxxx Xxxxxxx
Xxxxxxxxxxxx 0000
Xxxxx Xxxxxx
