Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 31, 2022, Lesaka Technologies, Inc.'s ("Lesaka" or the "Company")
Remuneration Committee approved new employment arrangements with Mr. Steven J.
Heilbron. Lesaka and Mr. Heilbron have entered into a fixed term employment
arrangement for the period from January 1, 2023 to June 30, 2025, and effective
from January 1, 2023, Mr. Heilbron's annual base salary will be $350,000.
Mr. Heilbron will also be eligible to receive a performance bonus of between 60%
and 120% of his annual base salary, subject to the achievement of certain
performance conditions in consultation with Lesaka's Remuneration Committee. His
cash incentive award for fiscal 2023 was agreed in October 2022 and remains
unchanged. Mr. Heilbron has also agreed to sign Lesaka's standard restrictive
covenant agreement and the parties have agreed to a three month period of
non-competition and a 24 month period of non-solicitation. Mr. Heilbron existing
restraint agreement will remain in-force under its terms to April 2025, and the
new restraint agreement would increase the restraint period to September 30,
2025, assuming he serves the full period under the new employment arrangement.
On December 31, 2022, Lesaka's Remuneration Committee also approved a sign on
award of 300,000 shares of Lesaka common stock. This award vested on December
31, 2022, and Mr. Heilbron has undertaken not to sell or otherwise dispose of
these shares until December 31, 2023. The Lesaka Remuneration Committee also
awarded Mr. Heilbron 225,000 shares of restricted stock which vest on June 30,
2024, subject to his continuous employment with the Company through to this
date. Mr. Heilbron will also be entitled to receive a further 225,000 shares of
the Company's restricted stock, subject to Lesaka's Remuneration's approval, and
these shares will vest on June 30, 2025, subject to his continuous employment
with the Company through to this date.
Item 7.01. Regulation FD Disclosure.
On January 4, 2023, the Company issued a press release announcing the Mr.
Heilbron's new employment arrangement as described in Item 5.02 above. A copy of
the Company's press release is attached hereto as Exhibit 99.1.
The information furnished herewith pursuant to Item 7.01 of this current report
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and shall not be incorporated by
reference into any registration statement or other document filed by the Company
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
No.
99.1 Press Release, dated January 4, 2023, issued by Lesaka
Technologies, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
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