1. Structure/Form

• Participants (as determined by the directors of the Company (Board)) are invited to (Invitation):
  • acquire fully paid ordinary shares in the Company (Shares); and
  • apply for a loan (Loan) under the Plan. Participants will use the proceeds from the Loan to acquire the Shares.
• The Board will determine the number and price of the Shares offered under the Invitation.
• The Shares will be known as the Participants’ “Unvested Plan Shares” and will be allocated to a new company that will be set up who will be the trustee of the Plan (Plan Trustee).
• The Plan Trustee will be established for the sole purpose of holding the Plan Shares on trust in accordance with the terms of a trust deed (e.g. the Company Executive Share Plan Trust Deed (Trust Deed)). However, the Participants will always remain the beneficial owner of the Shares, subject to the satisfaction of the Vesting Conditions set out in item 3.
• The Shares will vest to the Participants on the specified date (Vesting Date) and will be known as the “Vested Plan Shares”.
• If Participants accept the offer of a Loan, dividends will be paid on the following basis:
  • 70% of all dividends paid by the Company on any Shares must be used to repay the Loan outstanding until the Loan is fully repaid; and
  • the balance (of 30% of the cash dividend amount) will be paid to the Participants to enable the Participants to pay any tax on dividends paid by the Company. Any cash dividends paid by the Company are expected to be fully franked.
• Voting rights on the Shares will be communicated by the Plan Trustee, and votes will be collated and pooled by the Plan Trustee, then put forward at a meeting of shareholders of the Company.
• The Plan Trustee is able to buy back any Vested Plan Shares or sell them on the Participants’ behalf back to the Company upon cessation of the Participants’ employment (at fair market value).
• Participants are unable to:
  • deal with (e.g. sell or transfer) the Shares until the Loan has been repaid. However, Participants are able to voluntarily repay the Loan at any time; and
  • acquire additional Shares under the Plan, without a formal invitation from the Company.

2. Eligibility of Participants

• The Company may select Participants based on their ability to influence the Company’ financial performance or contribute to the achievement of the Company’ business objectives. This could be structured around the achievement of certain KPI’s by the Company and/or the individual. Importantly, the Plan can be drafted such that employees who leave employment on “bad” terms (e.g. for bullying or harassment) may be required to forfeit their shares for reduced or no consideration.
• Participation in the Plan under any one Invitation does not automatically guarantee participation in a later Invitation for any Participants.

 3. Vesting Conditions

The actual number of Vested Plan Shares will be subject to the following conditions:

• Participants remaining continuously employed by the Company until the Vesting Date;
• the Company intervening in the vesting of the Unvested Plan Shares for certain reasons (e.g. misconduct of Participants or change of control of the Company); and
• any other conditions that the Company deems appropriate.