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FORM OF STOCK OPTION AGREEMENT DATED AS OF AUGUST 24, 2006

Option Agreement

FORM OF STOCK OPTION AGREEMENT DATED AS OF AUGUST 24, 2006 | Document Parties: NET 1 UEPS TECHNOLOGIES, INC You are currently viewing:
This Option Agreement involves

NET 1 UEPS TECHNOLOGIES, INC

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Title: FORM OF STOCK OPTION AGREEMENT DATED AS OF AUGUST 24, 2006
Governing Law: Florida     Date: 11/8/2006
Industry: Consumer Financial Services     Sector: Financial

FORM OF STOCK OPTION AGREEMENT DATED AS OF AUGUST 24, 2006, Parties: net 1 ueps technologies  inc
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Exhibit 10.27

NET 1 UEPS TECHNOLOGIES, INC.
STOCK OPTION AGREEMENT

          Net 1 UEPS Technologies, Inc. (the " Company ") has granted to the Employee named below, pursuant to the employment agreement entered into between the Company and the Employee effective as of the Date of Grant specified below, an option (the " Option " ) to purchase certain shares of common stock, par value $0.001 per share, of the Company (the " Shares ") upon the terms and conditions set forth in this Stock Option Agreement (the " Agreement "). By signing this Agreement, the Employee: (a) acknowledges he/she has read this Agreement, (b) accepts the Option subject to all of the terms and conditions of this Agreement, and (c) agrees 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 Employee:

 

 

 

 

 

Date of Grant:

August 24, 2006

 

 

 

 

Number of Option Shares:

 

 

 

 

 

Exercise Price:

US$22.51 per Share

 

 

 

 

Option Expiration Date:

August 24, 2016

          For clarity, as used in this Agreement, the term "exercise" means to acquire ownership of Shares which are the subject of the Option in accordance with the terms of this Agreement. Except as provided in Section 6 below, the aggregate number of whole Shares for which this Option may be exercised as of any date is determined by multiplying the number of Option Shares listed above by the following percentage, and reducing that result by the number of Shares previously acquired upon exercise of the Option:

 

Exercise Date

Percentage

 

 

Prior to May 8, 2007

0%

 

 

On or after May 8, 2007 and prior to May 8, 2008

20%

 

 

On or after May 8, 2008 and prior to May 8, 2009

40%

 

 

On or after May 8, 2009 and prior to May 8, 2010

60%

 

 

On or after May 8, 2010 and prior to May 8, 2011

80%

 

 

On or after May 8, 2011

100%



          The Option shall not become exercisable for any additional Option Shares after the date the Employee’s employment or other service with the Company and its affiliates terminates for any reason.

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          1.       CONSTRUCTION .

          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.       TAX CONSEQUENCES .

          This Option is intended to be a nonstatutory stock option and shall not be treated as an incentive stock option within the meaning of Section 422(b) of the Code. This Option will be subject to the tax laws of the country or jurisdiction in which the Employee is a tax resident or is otherwise subject to taxation.

          3.       EXERCISE OF THE OPTION .

                    3.1      Automatic Exercise . On each date on which this Option first becomes exercisable for any fraction of the number of Option Shares stated above, this Option will be exercised automatically for all of the Shares for which this Option is then exercisable and not previously exercised, and the Option recipient shall become the owner of such Shares with all of the rights, liabilities and obligations that come with ownership. Payment for such automatic exercise shall be effected by delivery to the Company, on or before the exercise date, of any of the forms of authorized consideration specified in Section 3.3 below, as determined in the discretion of the Option recipient; provided, however, that if the Option recipient shall fail to deliver the aggregate Exercise Price to the Company by the close of business on the exercise date, then the Exercise Price shall be paid, by default, by means of the Company withholding from the Option Shares otherwise deliverable upon exercise that number of Option Shares, rounded up to the nearest whole share, the Fair Market Value of which equals the aggregate Exercise Price due. Shares withheld in payment of the Exercise Price will be valued at their Fair Market Value as of the date that the exercise occurs. This automatic exercise will not occur, however, in the following circumstances:

      •           (a)      The Option recipient, on the applicable exercise date, is a member of the Board or an executive officer of the Company or otherwise has a relationship with the Company that would render the automatic exercise provision prohibited with respect to the Option recipient by applicable law; or

                  (b)      Within 15 days before the applicable exercise date, the Option recipient delivers to the Company’s Chief Financial Officer electronic or written notice (the " Waiver Notice "), in a form authorized by the Company which states that the Option recipient wishes to waive the automatic exercise that is scheduled to occur on the exercise date. Any such waiver will apply to all of the Option Shares for which the Option is exercisable on that exercise date; or

                  (c)      The Fair Market Value on the date that the exercise would otherwise occur does not at least equal or exceed the Exercise Price; or

                  (d)      If the Company is advised by its South African tax advisors that, under applicable law, the Option becoming exercisable, in and of itself, does not result in a

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taxable event to the Employee in the absence of exercising of the Option.

                    3.2      Discretionary Exercise . The Option shall be exercisable in the discretion of the Employee on or after May 8, 2007 and prior to termination of the Option in an amount not to exceed the number of Shares for which the Option is then exercisable less the number of Shares previously acquired upon exercise of the Option. Exercise of the Option shall be by means of electronic or written notice (the " Exercise Notice " ) in a form authorized by the Company which states the Employee’s election to exercise the Option, the number of whole Shares for which the Option is being exercised and such other representations and agreements as to the Employee’s investment intent with respect to such Shares as may be required pursuant to the provisions of this Agreement or by applicable law. Further, each Exercise Notice must be (a) signed or otherwise authenticated by the Employee in a manner acceptable to the Company, (b) received by the Company or the Company’s authorized representative, in a manner acceptable to the Company, prior to the termination of the Option as set forth in Section 5 of this Agreement, and (c) accompanied by full payment of the aggregate Exercise Price for the number of Shares being purchased. The Option exercise will be effective upon receipt by the Company or the Company’s authorized representative of such electronic or written Exercise Notice and the aggregate Exercise Price.

                    3.3       Payment of Exercise Price .

                                   (a)       Forms of Consideration Authorized . Except as otherwise provided below, payment of the aggregate Exercise Price for the number of Shares for which the Option is being exercised may be made (i) in cash (US dollars) or cash equivalent acceptable to the Company (including offset against US dollars, if any, owed by the Company to the Employee as of the date of exercise), (ii) if permitted by the Company, by tender to the Company, or attestation to the ownership, of whole Shares owned by the Employee, including Shares deliverable upon exercise of the Option, (iii) by means of a Cashless Exercise, as defined in Section 3.3(c) of this Agreement, (iv) if permitted by the Company, with a promissory note in such form as the Company may specify that bears a market rate of interest and is fully recourse, (v) by any other means acceptable to the Company, or (vi) by any combination of the foregoing as may be permitted by the Company, in its sole discretion. Shares tendered in payment of the Exercise Price will be valued at their Fair Market Value as of the date that the exercise occurs.

                                   (b)       Limitations on Forms of Consideration .

                                             (i)       Tender of Stock. Notwithstanding the foregoing, the Option may not be exercised by tender to the Company, or attestation to the ownership, of Shares to the extent such tender or attestation would violate any law, regulation or agreement restricting the redemption of the Company’s stock.

                                             (ii)       Cashless Exercise. A " Cashless Exercise " means the delivery of a properly executed Exercise Notice together with irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the Shares acquired upon the exercise of the Option pursuant to a program or procedure approved by the Company. The Company reserves the sole and absolute right

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to establish, decline, suspend or terminate any such program or procedure, including with respect to the Employee notwithstanding that such program or procedures may be available to others.

                    3.4       Company-Assisted Sales of Shares; Grant of Power of Attorney for Sale of Shares . The Employee acknowledges that he or she has been advised that it may be impracticable for the Employee on his or her own to sell, or to arrange for a sale through a broker or otherwise of the Shares acquired upon exercise of the Option. Therefore, the Company expects to assist the Employee in this regard by facilitating the sale of Shares obtained through the exercise of the Option, 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 Share sale, the Company does not represent to the Employee that such sale will be completed, or if it is completed, that Shares will be sold at any particular price or require any particular level of brokerage commissions. The Employee hereby irrevocably constitutes and appoints 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, the true and lawful attorneys-in-fact of the Employee (individually an " Attorney " and collectively the " Attorneys "), with full power and authority in the name of, for and on behalf of, the Employee with respect to all matters arising in connection with the sale of the Shares acquired upon the exercise of the Option, including, but not limited to, the power and authority on behalf of the Employee to take any and all of the following actions: (i) to sell such Shares (to be represented by stock option exercise forms executed by the Attorneys) 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 the Shares; (ii) to execute and deliver any document that may be required in connection with the exercise of the Option and deliver the aggregate Exercise Price and applicable withholding taxes to the Company on behalf of the Employee; (iii) on behalf of the Employee, to make representations and warranties and enter into appropriate agreements to effect the sale of such Shares; (iv) 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 Shares; (v) to incur or authorize the incurrence of any necessary or appropriate expense in connection with the sale of such Shares; (vi) if necessary, to endorse (in blank or otherwise) on behalf of the Employee the certificate(s) representing such Shares and a stock power or powers attached to such certificate(s); and (vii) 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 3.4. 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 3.4 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by any act of the Employee or by operation of law, whether by the death, disability or incapacity of the Employee 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 Shares acquired upon exercise of the Option 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

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that the Attorneys, in acting pursuant to this power of attorney, are not acting in a fiduciary capacity on behalf of the Employee 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 Shares pursuant to this power of attorney. The power of attorney granted under this Section 3.4 shall be binding upon the Employee and the Employee’s heirs, legal representatives, distributees, successors and assigns.

                    3.5       Tax and/or Social Insurance Withholding . At the time any withholding is required by applicable law, or at any time thereafter as requested by the Company, the Employee hereby authorizes withholding from payroll and any other amounts payable to the Employee, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), 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 Option. The Company shall have no obligation to deliver Shares until the tax and social insurance withholding obligations of the Company or its affiliate have been satisfied by the Employee. The Company may, in its sole discretion, permit the Employee to satisfy, in whole or in part, any tax and social insurance withholding obligation which may arise in connection with the Option either by electing to have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by electing to deliver to the Company already-owned 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 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 thirty 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 thirty 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 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 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.

                    3.6      Certificate Registration . Physical possession or custody of such stock certificates shall be retained by the Company until such time as the shares are transferable without restriction and, thereafter, the Company shall either issue and deliver to the Employee one or more certificates in the name of the Employee for that number of Shares purchased by the Employee or provide for uncertificated, book entry issuance of those Shares.

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                    3.7       Restrictions on Issuance of Shares . The issuance of Shares upon exercise are subject to compliance with all applicable requirements of U.S. federal, state, local or foreign law with respect to such securities. The Option may not be exercised if the issuance of Shares upon exercise would violate any applicable laws or regulations, or any requirement of any stock exchange or market system upon which the Shares may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act of 1933 (the " Securities Act " ) shall at the time of exercise of the Option be in effect with respect to the Shares issuable upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the Shares issuable upon exercise of the Option may be issued in accordance with the te


 
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