CONTRACT OF EMPLOYMENT BETWEEN NET1 APPLIED TECHNOLOGIES SOUTH AFRICA (PTY) LTD ("the Company") AND ALEXANDER MICHAEL RAMSAY SMITH ("the Executive")
Exhibit 10.80
BETWEEN
NET1 APPLIED TECHNOLOGIES SOUTH AFRICA (PTY) LTD
("the Company")
AND
XXXXXXXXX XXXXXXX XXXXXX XXXXX
("the Executive")
| 1. |
EMPLOYMENT |
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| 1.1 |
The Company employs the Executive, who accepts employment in accordance with the terms and conditions of this contract. |
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| 1.2 |
The Company hereby appoints the Executive to the position of Chief Financial Officer at our Head Office. |
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| 2. |
DURATION |
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| 2.1 |
Subject to 2.2 and 9, this agreement shall commence on 1 March 2018 and shall be terminable by either party by giving not less than three month's written notice of termination. |
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| 2.2 |
The Company may utilise the Executive's services at whatever place and in whatever capacity as may be required during the currency of this agreement. |
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| 3. |
REMUNERATION |
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| 3.1 |
The Executive’s remuneration will be determined on the basis of the total direct cost to the Company, excluding any statutory deductions, which the Executive and the Company are liable for. |
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| 3.2 |
Base Salary. During the Employment Period, the Company shall pay to Executive a base salary at the rate of U.S. $375,000 per year (the “Base Salary”), less applicable tax withholding, payable in monthly installments in South African rand. Each installment of the Base Salary shall be converted from U.S. dollars at an average exchange rate determined quarterly in advance. Make-whole payments will be made at the end of every quarter, if any, to reflect the actual exchange rate. |
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| 3.3 |
Sign-on Bonus. As soon as practicable following the first day of the Employment Period, the Company shall pay the Executive a sign-on bonus in the amount of R3,000,000 (the “Sign-On Bonus”) less applicable tax withholding, in accordance with the Company’s customary payroll practices. If Executive’s employment is terminated for any reason prior to January 31, 2020, Executive shall be obligated to repay to the Company the entire amount of the Sign-on Bonus within 30 days after such termination. |
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| 3.4 |
Incentive Compensation. The Executive shall be eligible to earn a discretionary cash incentive award in respect of each full fiscal year during the Employment Period as determined in the sole discretion of the Remuneration Committee of the Board. Any such award (and the terms and conditions of such award) shall be based upon the Executive's performance and such other factors as the Remuneration Committee shall determine in its discretion, which may include the Group’s performance during such year. |
| 3.5 |
Expenses. The Company, in accordance with policies and practices established by the Board from time to time, will pay or reimburse Executive for all expenses reasonably incurred by Executive during the Employment Period in connection with the performance of Executive’s duties under this Agreement; provided, that Executive shall provide to the Company documentation or evidence of expenses for which Executive seeks reimbursement in accordance with the policies and procedures established by the Company from time to time. |
| 3.6 |
Benefit Plans. The Executive shall have the option to join the Group’s Medical Aid Scheme with Discovery Medical Health or Bankmed, or other scheme in which the Group participates from time to time. Participation in any such scheme shall be at the Executive’s sole cost and expense. The Executive acknowledges that the Group does not operate a retirement scheme or provide any other benefits not specifically provided for in this Agreement. |
| 4. |
LEAVE ENTITLEMENT |
| 4.1 |
ANNUAL LEAVE |
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The Executive acknowledges that he will qualify for 25 working days leave in respect of each completed 12-month period of service. | |
| 5. |
POSITION AND RESPONSIBILITIES |
| 5.1 |
During the Employment Period, the Executive shall have the duties, responsibilities, functions and authority, including administrative, financial, executive and managerial as are customary to the position of Chief Financial Officer. The Executive shall serve as a member of the board of directors (or similar governing body) of the Company or any other member of the Group as may be requested by the Board. |
| 6. |
COMPLIANCE WITH COMPANY POLICIES/QUALIFICATIONS |
| 6.1 |
The Executive shall comply with all written Company policies, standards, rules and regulations (a “Company Policy” or collectively, the “Company Policies”) and all applicable government laws, rules and regulations that are now or hereafter in effect. The Executive acknowledges receipt of copies of all written Company Policies that are in effect as of the date of this Agreement. |
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| 6.2 |
The Executive shall: (i) hold and maintain in good standing membership in a recognized accounting association and (ii) hold and maintain all required governmental licenses, certifications and authorizations necessary to perform Executive’s obligations under this Agreement. |
| 7. |
RESTRICTIVE COVENANTS AGREEMENT |
| 7.1 |
On the date hereof, Executive shall execute a restrictive covenants agreement, in the form of Exhibit A attached hereto and made a part hereof (the “Restrictive Covenants Agreement”). |
| 8. |
COPYRIGHT |
| 8.1 |
The Executive acknowledges that the Company shall, by operation of law, become the owner of the copyright in any work, which is eligible for copyright and which is created or executed by the Executive, whether alone or with others, in the course and scope of employment. |
| 8.2 |
Insofar as it may be necessary, the Executive cedes and assigns to the Company the copyright of any work created or executed by the Executive, whether alone or with others, in the course and scope of employment. |
| 8.3 |
The Executive undertakes not to exercise any residuary rights in respect of any work created or executed by the Executive, whether alone or with others, in the course and scope of employment with the Company. |
| 8.4 |
All work created or executed by the Executive and for which copyright exists shall, unless the Executive establishes the contrary, be deemed to have been created or executed in the course and scope of employment with the Company. |
| 9. |
TERMINATION FOR MISCONDUCT OR ILLNESS |
| 9.1 |
Subject to fair procedures being adhered to, this agreement may be terminated by the Company summarily at any time and without any payment in lieu of notice if, at any time, the Executive is guilty of any serious misconduct or commits a breach of a material obligation under this agreement, or is guilty of any act which at common law would entitle the Company summarily to terminate this agreement. |
| 9.2 |
If the Executive is absent for an unreasonable long time due to illness, the Company is entitled to terminate the contract after a fair procedure and investigation into the health position of the worker. |
| 9.3 |
The Company reserves the right to request the Executive to undergo a medical examination at any time at the Company's expense to assist in determining the Executive's fitness to continue Employment. |
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| 9.4 |
The Executive guarantees that at the time of signing this contract, he is free of any notifiable, contagious illness. If the Executive should discover any such illness after employment, he will immediately inform the Company. |
| 10. |
MISCELLANEOUS MATTERS |
| 10.1 |
Notwithstanding the terms contained in this contract, the Executive accepts that all the rules and procedures of the Company, wheresoever contained are applicable to his Employment and that, in the event of any conflict between such rules and procedures and this contact, this contract will be regarded as being binding. The Executive undertakes not to injure the reputation or business of the Company and its customers and to observe the utmost secrecy and good faith in all dealings concerning the Company or its customers. |
| 10.2 |
The Executive acknowledges that the Company’s Disciplinary Code and Procedure, and Grievance Policy and Procedure, are applicable to the employment relationship and agrees to be bound thereby. |
| 10.3 |
No agreement varying, adding to, deleting from or cancelling this agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties. |
| 10.4 |
The Executive agrees that he will retire at the age of 60. |
| 10.5 |
The Executive declares that he has never been convicted of a criminal offence. The Executive agrees that should this statement be proved to be false, or should the Executive fail to declare a future criminal offence, the Company reserves the right to summarily terminate the Executive’s service. |
| 10.6 |
The Executive shall, within a reasonable period, notify the Company of any change in his status, such as address, dependants, marital, telephone number, qualifications or any other relevant changes. |
| 10.7 |
Both parties acknowledge that by signing this contract, they have received a copy of this contract, and they have read and understood the contents thereof. Both parties undertake to hold themselves bound by this contract and agree to observe the provisions contained therein. |
| 12. |
INDULGENCES |
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No indulgence granted by a party shall constitute a waiver of any of that party's rights under this agreement. | |
| 13 |
DOCUMENTS APPLICABLE |
| 13.1 |
The following documents form part of the Executive’s contract of employment with the Company: |
| (a) |
Articles of Agreement | |
| (b) |
Staff Manual |
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| (c) |
Restrictive Covenants Agreement (Attached) | |
| (d) |
Any other documents of which the Executive may be advised during his employment with the Company |
Signed at Rosebank on February 28, 2018
AS WITNESSES:
| /s/ Xxxxxx X. Xxxxx | ||
| For and on behalf of Net1 Applied | ||
| Technologies th South Africa (Pty) Ltd | ||
| 0 Xxxxx, Xxxxxxxxx Xxxxx Cnr. Xxx Xxxxx | ||
| Ave & Xxxxxx Xx Rosebank, Private Bag 2424 | ||
| Parklands, 2121 |
Signed at Rosebank on February 27, 2018
AS WITNESSES:
| /s/ Alex X. X. Xxxxx | ||
| The Executive | ||
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