Employment Agreement, dated as of February 8, 2023, between Lesaka Technologies, Inc. and Steven John Heilbron

Contract Categories: Human Resources - Employment Agreements
EX-10.52 8 ex1052.htm EX-10.52 ex1052
 
 
 
 
 
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