EX-10.52 8 ex1052.htm EX-10.52
1
Exhibit 10.52
Execution Version
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT
(this “
Agreement
”) is made this 8
th
day of February
2023, by and
among Lesaka Techn
ologies, Inc., a
Florida corporation (“
Company
”) and
Steven John
Heilbron (“
Executive
”).
Each of the
Company and Executive is
a “
Party
” and, collectively,
they are
the “
Parties
.” In
this Agreement,
the Company
and its
subsidiaries are collectively
referred to
as the
“Group.”
WHEREAS
, the
Company desires
to employ
the Executive
and the
Executive desires
to be
so employed in accordance with the terms and conditions set forth herein.
NOW
,
THEREFORE
,
in
consideration
of
the
foregoing
and
the
mutual
covenants
and
promises in this Agreement, the Parties agree as follows:
1.
Employment
.
Executive
will
be
employed
as
an
Executive
of
the
Group,
and
Executive
hereby
agrees
to
accept
such
employment
and
agrees
to
serve
in
such
positions,
all
in
accordance
with
the
terms
and
conditions
of
this
Agreement.
The
Parties
acknowledge
that
Executive’s
employment
relationship
with
the
Company
is
at-will
subject
to
the
notice
provisions
herein.
The period
of Executive’s
employment under this
Agreement shall
commence on
January 1,
2023
and
shall
continue
to
June
30,
2025
(such
period
of
employment,
the
“
Employment
Period
”)
subject to termination as set forth herein.
2.
Position and
Responsibilities
.
Executive will
report to
the Group
Chief Executive
Officer
(“CEO”)
and
will
perform
such
duties
as
may
be
assigned
to
Executive by
the
CEO
or
the
Board of
Directors of
the Group
(the “
Board
”
)
from time
to time.
The Executive
will perform
all of
the
employment
duties,
responsibilities
and
job
functions
consistent
with
the
role
of
a
manager
serving
as
an
executive
officer
of
a
U.S.
publicly-traded
multinational
corporation
as
deemed
necessary or appropriate by the CEO and/or the Board of
Directors of the Company.
The Executive’s
role is expected to be more clearly defined by the CEO in the months
following employment.
3.
Location
.
The Parties agree that Executive may work remotely from
his home office
but
that
he
shall
make
such
business
trips
as
may
be
necessary
to
perform
his
duties
and
responsibilities.
4.
1
5.
Base
Salary.
During
the
employment
period,
the
Company
shall
pay
to
the
Executive a
base salary
at the
rate of
US$350,000 per year
(the “
Base
Salary
”), less
any applicable
tax withholding, payable in monthly instalments.
6.
Annual Bonus Incentive.
During the employment period, Executive shall be eligible
to receive incentive compensation as determined by the
Board from time to time in its
sole discretion.
The
Executive’s
expected
performance
range
cash
incentive
award
is
between
60%
and
120%
of
Executives Base
Salary.
The actual
amount of
Executive’s
bonus, if
any,
shall be
determined in
the
sole discretion
of the
Board, subject
to the
terms of
any applicable
incentive compensation
plan that
may be in effect from time to time.
To earn incentive compensation, the Executive must be employed
by
the
Company
on
the
day
such
incentive
compensation
is
paid,
which
normally
occurs
during
September of each fiscal year.
It is recorded that
a cash incentive award for
fiscal 2023 was agreed in
October 2022 and the terms of that award are unchanged by this agreement.
7.
Equity
Grant
and
Stock
Incentive
Plan
Participation.
Executive
shall
also
be
eligible to participate in the Company’s
Amended and Restated 2022 Stock Incentive
Plan (the “
2022
Plan
”)
as
may
be
implemented
by
the
Board
from
time
to
time,
and
share
awards
made
under
the
2022 Plan are to be determined in the sole discretion of the Remuneration Committee
of the Board.
8.
Other
Incentives.
During
the
employment
period,
Executive
will
be
entitled
to
participate
in
other
incentive,
medical
or
insurance
plans
and
programs in
effect
from time
to
time,
whether
pursuant to
this
Agreement, subject
to
the
approval of
the
Remuneration Committee
of
the
Board and
the terms
of such
plans and
programs. To
the extent
such plans
or programs
are based
on
the Executive’s base salary, the Company will procure that the Base Salary is used for that purpose.
9.
Compliance
with
Company
Policies
.
Executive
shall
comply
with
all
written
Company
policies,
standards,
rules
and
regulations
(collectively,
the
“
Company
Policies
”)
and
all
applicable
government
laws,
rules
and
regulations
that
are
now
or
hereafter
in
effect.
Executive
acknowledges receipt of copies of all
written Company Policies that are in effect
as of the date of
this
Agreement.
10.
Leave Entitlement.
(a)
Annual
Leave.
The
Executive
acknowledges
that
he
will
qualify
for
25
working days' leave in respect of each completed 12-month period of service.
(b)
Sick Leave
. The
Executive acknowledges
that he
will qualify
for sick
leave
as approved by the CEO.
(c)
Family
Responsibility
Leave
.
The
Executive
acknowledges
that
he
will
qualify for family responsibility leave as approved by the CEO.
11.
Restrictive
Covenants
Agreement
.
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
”).
Any
breach
of
the
Restrictive
Covenants
Agreement
shall
constitute a breach of
this Agreement. Executive acknowledges that
the covenants and obligations set
forth in the Restrictive Covenants Agreement shall survive the
termination of this Agreement.
12.
Termination
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 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.
The
Executive's
employment may
also be
terminated for
operational requirements
or for
any other
reason recognised
in law.
Except in the event
of a summary dismissal,
or by agreement, either
Party may terminate this
Agreement
by
giving
the
other
90
calendar
days’
prior
written
notice
of
termination.
Subject
to
2
applicable state
and federal
law,
the Executive
may also
be terminated
for other
reasons which
shall
constitute a
termination of this
Agreement.
Upon termination
of employment
under this
Agreement,
Executive shall resign or be removed from all positions with
the Group.
13.
Modification and
Waiver
.
This
Agreement may
not be
modified or
amended, nor
may
any
provisions
of
this
Agreement
waived,
except
by
an
instrument
in
writing
signed
by
the
Parties.
No written waiver will be deemed to be a continuing waiver unless specifically
stated therein,
and
each
such
waiver
will
operate
only
as
to
the
specific
term
or
condition
waived
and
shall
not
constitute a waiver of such term or
condition for the future or as to
any act other than that specifically
waived.
14.
Notices
.
Any
notice,
consent,
waiver
and
other
communications
required
or
permitted pursuant to the provisions of this Agreement must
be in writing and will be deemed to
have
been properly given (a)
when delivered by
hand; or (c)
when sent by
email, in each
case to any
Party
at
the
mailing
address,
facsimile
number
or
email
address
set
forth
below,
or,
with
respect
to
any
Party set forth below,
at such other address, facsimile number or email address specified in writing by
such Party to the other Parties in accordance with this Section 12:
If to the Board or the Company:
Lesaka Technologies, Inc.
President Place, 6
th
Floor
Cnr. Jan Smuts Avenue
and Bolton Road
Rosebank, Johannesburg, South Africa
Attn: Chris Meyer
Email: xxx
If to Executive:
Steven John Heilbron
xxx
Email: xxx
15.
Governing Law
.
This Agreement shall be governed
by the laws of the
State of New
York
and, to the extent applicable, U.S. federal
law, and the
Parties agree to submit to the jurisdiction
of the state and federal courts sitting in New York, New York
for all disputes hereunder.
16.
Counterparts
.
This
Agreement may
be executed
in
separate
counterparts and
may
be executed
by facsimile or
PDF copies, each
of which is
deemed to
be an
original and all
of which,
taken together, constitute one and the same agreement.
IN WITNESS
WHEREOF
, the
Company has
caused this
Agreement to
be executed
by its
duly authorized officer and Executive has signed this Agreement, as of the date
first above written.
3
LESAKA TECHNOLOGIES, INC.
By:___/s/ Chris
Meyer__________________
Name: Chris G.B. Meyer
Title: Chief Executive Officer
EXECUTIVE
_/s/ Steven J. Heilbron_______________
Steven John Heilbron
4
Exhibit A
Restrictive Covenants Agreement