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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.
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Name of Employee:
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Date of Grant:
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August 24, 2006
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Number of Option Shares:
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Exercise Price:
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US$22.51 per Share
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Option Expiration Date:
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August 24, 2016
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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:
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Exercise Date
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Percentage
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Prior to May 8, 2007
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0%
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On or after May 8, 2007 and prior to May 8,
2008
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20%
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On or after May 8, 2008 and prior to May 8,
2009
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40%
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On or after May 8, 2009 and prior to May 8,
2010
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60%
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On or after May 8, 2010 and prior to May 8,
2011
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80%
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On or after May 8, 2011
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100%
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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:
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(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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