Employee Incentive Plan Rules
Released
Released
Announcement PDF
Hamilton Locke
Employee Incentive Plan Rules
Sea Forest Limited
(ACN 631 662 283)
Adopted by the Board on 29 September 2025
Hamilton Locke Employee Incentive Plan Rules i
Table of Contents
1. Introduction 3
1.1 Purpose of plan 3
1.2 Employees should take advice 3
2. Definitions and Interpretation 3
2.1 Definitions 3
2.2 Interpretation 5
2.3 Headings 6
2.4 Tax treatment of Plan 6
2.5 Application of Part 7.12 Division 1A 6
3. Awards that may be made under the Plan 6
3.1 Options 6
3.2 Performance Rights 7
3.3 Deferred Share Awards 7
3.4 Exempt Share Awards 7
4. Offers of Awards 7
4.1 Form of Offer 7
4.2 Compliance with laws 8
4.3 Acceptance of an Offer 8
4.4 Timing of issue of Awards 8
4.5 Inconsistency between Rules and Offer 8
5. Issue cap 8
6. Vesting and Exercise of Awards 9
6.1 Vesting 9
6.2 Good Leaver provisions 9
6.3 Automatic Exercise 9
6.4 Exercise of Awards 9
7. Allotment of Shares on exercise or vesting of Awards 10
7.1 Rights attaching to Shares 10
7.2 Quotation 10
7.3 New or existing Shares 10
7.4 Trustee 10
8. Restricted Awards 10
8.1 Restrictions 10
8.2 Bonus issues 11
8.3 Personal representatives 11
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9. Change of control 11
9.1 Control Events 11
9.2 Company discretions on Control Event 11
9.3 Substituted awards from acquirer 12
10. Hedging unvested Awards 12
11. Clawback 12
11.1 Circumstances in which clawback may apply 12
11.2 Discretions available to the Company 13
12. Adjustments 14
12.1 New issues of shares 14
12.2 Bonus issues 14
12.3 Entitlement offers to Shareholders 14
12.4 Other reorganisations of capital 14
12.5 General 14
13. Termination benefits 14
14. Tax compliance 15
14.1 Taxes and withholding 15
14.2 Tax reporting 15
15. Power of attorney 15
16. Powers of the Board 15
17. Commencement, suspension, termination and amendment of Plan 16
18. General provisions 16
18.1 Bound by Constitution and Securities Trading Policy 16
18.2 Notices 16
18.3 Effect on employee entitlements 17
18.4 Governing law and jurisdiction 17
Hamilton Locke Employee Incentive Plan Rules 3
Operative provisions
1. Introduction
1.1 Purpose of plan
The Company has established this Plan to encourage Employees to share in the ownership of
the Company and to promote the long-term success of the Company as a goal shared by all
Employees.
1.2 Employees should take advice
(a) There are legal and tax consequences associated with participation in the Plan.
Employees should ensure that they understand these consequences before
accepting an invitation to participate in the Plan.
(b) Any advice given by or on behalf of the Company is general advice only, and does
not take into account any particular Employee’s objectives, financial situation and
needs. Employees should consider obtaining their own financial product advice from
an independent person who is licensed to give such advice.
2. Definitions and Interpretation
2.1 Definitions
In these Rules unless the contrary intention appears:
Applicable Law means:
(a) the Corporations Act;
(b) the Listing Rules; and
(c) any other law applicable to the Plan.
Application means a written acceptance of an Offer for, or an application for, Awards in a
form approved by or acceptable to the Company.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited or the securities market which it operates, as the context requires.
Award means:
(a) an Option,
(b) a Performance Right;
(c) a Deferred Share Award; and/or
(d) an Exempt Share Award,
as applicable.
Board means the Board of Directors of the Company.
Constitution means the constitution of the Company.
Control Event is defined in clause 9.1.
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Company means Sea Forest Limited (ACN 631 662 283).
Corporations Act means the Corporations Act 2001 (Cth).
Deferred Share Award means a Share issued under clause 3.3.
Employee means a person who is:
(a) an employee, officer, or director of, or an individual who provides services to, a Group
Company; or
(b) a prospective person to whom paragraph (a) may apply; or
(c) in relation to a person in paragraph (a) or (b) (the Primary Participant):
(i) a spouse, parent, child or sibling of the primary participant; or
(ii) a body corporate controlled by the primary participant or by a person
mentioned in subparagraph (i); or
(iii) a body corporate that is the trustee of a self managed superannuation fund
(within the meaning of the Superannuation Industry (Supervision) Act 1993
(Cth)) where the primary participant is a director of the body corporate.
Exempt Share Award means a Share issued under clause 3.4.
exercise means exercise of an Award in accordance with its terms, and includes automatic
exercise in accordance with these Rules.
Exercise Price means the price payable (if any) per Share to exercise an Award.
Expiry Date means the date on which an Award lapses, being the date specified in an Offer
as the Expiry Date, or fixed by a method of calculation set out in an Offer.
Good Leaver means a person who ceases to be employed by, contracted by, or a director or
officer of, a Group Company as a result of:
(a) total or permanent disablement, or an illness which persists for at least 3 months,
which in either case prevents the person from carrying out their previous functions as
an employee, contractor, director or officer;
(b) genuine redundancy;
(c) death; or
(d) other factors determined by the Company in its discretion to constitute sufficient
reason to treat the person as a Good Leaver.
Group means the Company and each of its controlled entities, and Group Company means
any one of them.
issue of a Share includes the transfer of an existing Share in accordance with clause 7.3.
Issue Cap is defined in clause 5(b).
Issue Price means the price (if any) to be paid for the issue of a Share as stated in the Offer.
Liability means any liability, whether actual or contingent, present or future, quantified or
unquantified.
Listed means the Company being and remaining admitted to the official list of the ASX.
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Listing Rules means the Listing Rules of ASX and any other rules of the ASX which are
applicable while the Company is Listed each as amended or replaced from time to time,
except to the extent of any waiver granted by the ASX.
Market Price means the weighted average sale price of Shares on the ASX over the 5
trading days immediately preceding the day the Offer is made, or another pricing method
determined by the Company.
Offer means an offer or issue of Awards made to an Employee under clause 4. Where
Awards are issued without the need for acceptance, an Offer includes the document setting
out the terms of the Award.
Option means an option to acquire Shares issued under clause 3.1.
Participant means an Employee to whom Awards are issued.
Performance Right means a right to acquire a Share issued under clause 3.2.
Plan means this Employee Incentive Plan.
Restricted Award means an Award or a Share issued on exercise of an Award in respect of
which a restriction on sale or disposal applies under this Plan.
Restriction Period means the period during which Awards, or Shares issued on exercise of
Awards, must not be sold or disposed of, being the period specified in these Rules in respect
of Deferred Share Awards and Exempt Share Awards, and as specified in these Rules and
the Offer in respect of other Awards.
Rules means these rules as amended from time to time.
Security Interest means a right, interest, power or arrangement in relation to any property
which provides security for, or protects against default by a person in, the payment or
satisfaction of a debt, obligation or Liability, including a mortgage, charge, bill of sale, pledge,
deposit, lien, encumbrance or hypothecation and a security interest as defined in sections
12(1) and 12(2) of the Personal Property Securities Act 2009 (Cth).
Share means a fully paid ordinary share of the Company.
Tax Act means the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act
1997 (Cth), or any legislation amending or replacing the provisions of those Acts relating to
the issue and exercise of Awards.
Vesting Conditions means any conditions described in the Offer that must be satisfied
before an Award can be exercised or before an Award (or Share issued under an Award) is
no longer subject to forfeiture.
Vesting Date means the date on which an Award is exercisable or is no longer subject to
forfeiture following satisfaction of any Vesting Conditions.
2.2 Interpretation
In these Rules, unless expressed to the contrary:
(a) terms defined in the Corporations Act or the Listing Rules have the same meaning in
these Rules;
(b) words importing:
(c) the singular include the plural and vice versa;
(d) any gender includes the other genders;
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(e) if an action is stated to be in the discretion of a person or group, that discretion may
be exercised by that person or group in their sole discretion;
(f) if a word or phrase is defined cognate words and phrases have corresponding
definitions;
(g) a reference to:
(i) a person includes a firm, unincorporated association, corporation and a
government or statutory body or authority;
(ii) a person includes its legal personal representatives, successors and assigns;
(iii) a statute, ordinance, code or other law includes regulations and other
statutory instruments under it and consolidations, amendments (including
modifications by ASIC), re-enactments or replacements of any of them;
(iv) a right includes a benefit, remedy, discretion, authority or power;
(v) “$” or “dollars” is a reference to the lawful currency of Australia;
(vi) to anything in this document after the words “including” or “for example” or
similar expressions does not limit what else is included;
(vii) this or any other document includes the document as varied or replaced and
notwithstanding any change in the identity of the parties; and
(viii) any thing (including, without limitation, any amount) is a reference to the
whole or any part of it and a reference to a group of things or persons is a
reference to any one or more of them.
2.3 Headings
Headings are for convenience only and do not affect the interpretation of these Rules.
2.4 Tax treatment of Plan
This Plan is a plan to which Subdivision 83A-C of the Tax Act applies (subject to the
conditions in that Act).
2.5 Application of Part 7.12 Division 1A
While the Company is Listed, an Offer under this Plan is made under Part 7.12 Division 1A of
the Corporations Act.
3. Awards that may be made under the Plan
The Company may, it its discretion, offer and issue Awards to Employees of the kind set out
in this clause 3.
3.1 Options
The Company may offer or issue Options, which are rights to be issued a Share upon
payment of the Exercise Price and satisfaction of specified Vesting Conditions. These terms
apply unless the Offer specifies otherwise:
(a) Options are Restricted Awards until they are exercised or expire.
(b) An Offer may specify a Restriction Period for Shares issued on the exercise of
Options.
(c) Options are subject to adjustment under clause 12.
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3.2 Performance Rights
The Company may offer or issue Performance Rights, which are rights to be issued a Share
for nil Exercise Price upon the satisfaction of specified Vesting Conditions. These terms
apply unless the Offer specifies otherwise:
(a) Performance Rights are Restricted Awards until they are exercised or expire.
(b) An Offer may specify a Restriction Period for Shares issued on the exercise of
Performance Rights.
(c) Performance Rights are subject to adjustment under clause 12.
3.3 Deferred Share Awards
The Company may offer or issue Deferred Share Awards, which are Shares issued to
Employees:
(a) who elect to receive Shares in lieu of any wages, salary, director’s fees, or other
remuneration; or
(b) by the Company in its discretion, in addition to their wages, salary and remuneration,
or in lieu of any discretionary cash bonus or other incentive payment.
(c) Unless a different Restriction Period is specified in an Offer, the Restriction Period for
Deferred Share Awards will expire on the earlier of:
(i) when a Participant ceases to be an Employee;
(ii) when the Company, in its discretion, agrees to end the Restriction Period;
and
(iii) 10 years from the date of issue of the Shares.
3.4 Exempt Share Awards
(a) The Company may offer or issue Exempt Share Awards, which are Shares issued for
no consideration or at an Issue Price which is a discount to the Market Price with the
intention that up to $1,000 (or such other amount which is exempted from tax under
the Tax Act from time to time) of the total value or discount (as applicable) received
by each Employee will be exempt from tax.
(b) Unless a different Restriction Period is specified in an Offer, the Restriction Period for
Exempt Share Awards will expire on the earlier of:
(i) three years from the date of issue of the Shares; and
(ii) the time when a Participant ceases to be an Employee.
(c) The Company may only offer Exempt Share Awards on a non-discriminatory basis as
defined by section 83A-35(6) of the Tax Act.
4. Offers of Awards
Subject to clause 4.2, the Company may make an Offer to any Employee.
4.1 Form of Offer
Each Offer must be in writing (which includes email), include an Application if acceptance is
required, and specify the following to the extent applicable:
(a) the identity of the Employee to whom the Offer is made;
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(b) the type of Awards being offered;
(c) the number of Awards being offered;
(d) any Vesting Conditions for the Awards;
(e) the Issue Price and/or Exercise Price for the Awards, or the manner in which the
Issue Price and/or Exercise Price is to be determined;
(f) the Expiry Date (if any);
(g) any Restriction Period;
(h) any other terms or conditions that the Company decides to include; and
(i) any other matters required to be specified in the Offer by an Applicable Law.
If required by an Applicable Law, the Offer must explain how a Participant may ascertain the
market price of the Shares.
4.2 Compliance with laws
No Offer will be made to the extent that any such Offer would contravene the Company’s
Constitution or an Applicable Law.
4.3 Acceptance of an Offer
If acceptance of an Offer is required, it may be accepted:
(a) by an Employee completing and returning the Application, as required by the Offer,
by not later than the date specified in the Offer; and
(b) if required, by the Employee making or directing payment of the total amount payable
for the Awards (if any) accepted under the Offer, in the manner specified in the Offer.
An Offer which requires acceptance lapses if it is not accepted by the Employee to whom the
Offer is made as required under clause 4.3.
4.4 Timing of issue of Awards
If an Offer is made under Part 7.12 Division 1A of the Corporations Act and monetary
consideration is payable for the issue or exercise of the Award, then the Award cannot be
issued to the Employee until at least 14 days after the Offer is made.
4.5 Inconsistency between Rules and Offer
If there is inconsistency between the terms of an Offer and these Rules, the terms of the Offer
prevail.
5. Issue cap
(a) An Offer of Awards must not be made if the total of the following:
(i) the number of Shares that may be issued in relation to the Offer of Awards
(including Shares that may be issued on exercise or vesting of the Awards);
and
(ii) the total number of Shares that have been, could be, or could have been
issued in relation to other Offers of Awards (including Shares that may be
issued on exercise or vesting of those Awards), being Offers made under this
Plan in the 3 years preceding the date of the Offer in question,
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exceeds the Issue Cap specified in clause 5(b).
(b) The Issue Cap is 5% of the number of Shares on issue at the time of the Offer, or
such other percentage specified in the Company’s Constitution for this purpose.
(c) For the purpose of clause 5(a), an Award which provides solely for the transfer of an
existing Share does not count as an issue or potential issue of a Share.
6. Vesting and Exercise of Awards
6.1 Vesting
(a) The Awards held by a Participant will vest in and become exercisable by that
Participant upon the satisfaction of any Vesting Conditions specified in the Offer and
in accordance with these Rules.
(b) Vesting Conditions may be waived at the absolute discretion of the Company (unless
such waiver is excluded by the terms of the Award).
6.2 Good Leaver provisions
If a Vesting Condition of an Award requires continued service or engagement (or similar) with
a Group Company and the Participant (or, if the Participant was an Employee of the kind
specified in paragraph (c) of the definition of “Employee”, the primary participant in relation to
that Participant) ceases to be employed or engaged by, or ceases to provide services to, all
Group Companies in circumstances where the person is a Good Leaver, then:
(a) the Company may in its discretion determine that:
(i) the Vesting Condition is satisfied or waived in relation to some or all of the
Awards held by the Participant; or
(ii) the Awards are subject to varied or additional Vesting Conditions, and that
the applicable vesting periods for existing Vesting Conditions are varied (by
extension or reduction); or
(iii) any combination of the above; and
(b) to the extent that the Company does not determine to allow the Award to remain in
effect despite the cessation, the Award lapses.
6.3 Automatic Exercise
(a) Unless clause 6.3(b) applies, the vesting of an Award on the satisfaction of any
Vesting Conditions will not automatically trigger the exercise of the Award.
(b) The terms of an Award which has a nil Exercise Price may provide for the Award to
be exercised automatically upon vesting. Further, and whether or not the terms of the
Award provide for it, the Company may in its discretion waive any requirement that an
issued Award which has a nil Exercise Price be exercised by the Participant. In either
case the Company will treat the Award as having been validly exercised on the
Vesting Date.
(c) For the avoidance of doubt, a Performance Right does not have an Exercise Price
and will be taken to have been exercised upon vesting unless the term of the Award
specify otherwise.
6.4 Exercise of Awards
(a) A Participant is, subject to this clause 6, entitled to exercise an Award on or after the
Vesting Date. Any exercise must be for a minimum number or multiple of Shares (if
any) specified in the terms of the Offer.
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(b) Awards may be exercised by the Participant delivering to the Company a notice in the
form required by the Company stating the number of Awards to be exercised together
with payment of the aggregate Issue Price (if any) for the Shares to be issued made
in immediately payable funds by electronic transfer or other payment method
permitted by the Company.
7. Allotment of Shares on exercise or vesting of Awards
7.1 Rights attaching to Shares
The Shares issued under this Plan will upon allotment:
(a) be credited as fully paid;
(b) rank equally for dividends and other entitlements where the record date is on or after
the date of allotment, but will carry no right to receive any dividend or entitlement
where the record date is before the date of allotment;
(c) be subject to any restrictions imposed under these Rules and any Applicable Law;
and
(d) otherwise rank equally with the existing issued Shares at the time of allotment.
7.2 Quotation
If the Company is Listed, then as soon as practicable after the date of the allotment of
Shares, the Company will, unless the Board otherwise resolves, apply for official quotation of
such Shares on the ASX.
7.3 New or existing Shares
(a) The Company may, in its discretion, either issue new Shares or cause existing
Shares to be acquired for transfer to the Participant, or a combination of both
alternatives, to satisfy the Company’s obligations under these Rules.
(b) If the Company determines to cause the transfer of Shares to a Participant, the
Shares may be acquired in such manner as the Company considers appropriate,
including from a trustee appointed under clause 7.4.
7.4 Trustee
The Company may appoint a trustee on terms and conditions which it considers appropriate
to acquire and hold Shares, options, or other securities of the Company either on behalf of
Participants or for the purposes of this Plan, provided that the terms of the appointment of the
trustee is in accordance with Applicable Laws.
8. Restricted Awards
8.1 Restrictions
(a) A Participant must not sell, transfer, mortgage, pledge, charge, grant a Security
Interest over or otherwise dispose of any Restricted Awards, or agree to do any of
those things, during the Restriction Period.
(b) The Company may implement any procedures it considers appropriate to ensure that
Restricted Awards are not disposed of during the Restriction Period, including
applying a holding lock in respect of Shares.
(c) Without limiting its discretions under these Rules, the Company may at any time in its
discretion waive or shorten the Restriction Period applicable to an Award.
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8.2 Bonus issues
If the Company makes a pro rata bonus issue to holders of Restricted Awards, the Shares
issued to Participants under the pro rata bonus issue will be subject to the balance of the
Restriction Period that applied to the Restricted Awards.
8.3 Personal representatives
If a Participant dies or ceases to have legal capacity before the end of the Restriction Period,
then the legal personal representative of that deceased Participant or Participant whose legal
capacity has ceased (as applicable) will have the same rights and benefits and be subject to
the same obligations in respect of those Shares as the deceased Participant would have had
or been subject to had they survived until the end of the Restriction Period.
9. Change of control
9.1 Control Events
In these Rules a Control Event occurs when:
(a) a takeover bid (as that term is defined in section 9 of the Corporations Act) is made to
acquire all of the issued Shares of the Company, other than those held by the bidder;
or
(b) a scheme of arrangement is proposed by the Company under which all of the issued
Shares of the Company are to be transferred to an acquirer, other than those held by
the acquirer; or
(c) a selective capital reduction or other transaction is initiated, or other event occurs or
state of affairs exists,
which, in the Board’s opinion, has resulted or is likely to result in a person acquiring control
(within the meaning of section 50AA of the Corporations Act) of the Company or should
otherwise be treated in accordance with this rule. However, a Control Event excludes an
internal reorganisation of the structure, business and/or assets of the Group.
9.2 Company discretions on Control Event
(a) Upon the occurrence of a Control Event, the Company may, in its discretion, make a
determination (which may be conditional on certain events or circumstances
occurring) in respect of all or a specified number of a Participant’s unvested Awards
and unexercised Options (whether vested or unvested) that the relevant Awards:
(i) vest; or
(ii) cease to be subject to some or all Vesting Conditions and/or Restriction
Period (as applicable); or
(iii) if the relevant Awards are Options, are subject to an exercise period as
determined by the Company (which may be shorter than the applicable
Expiry Date); or
(iv) any combination of the above.
(b) Notwithstanding these discretions, the Company may specify in an Offer any
additional or different treatment that will apply to Awards which are subject to Vesting
Conditions or Restriction Periods where a Control Event occurs.
(c) Where the Company makes a determination under this clause in respect of an Award,
the Company will, as soon as is reasonably practicable, give written notice to each
affected Participant of the following details to the extent relevant to that Participant:
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(i) any Vesting Conditions or Restriction Periods that have been waived and the
number and type of Awards to which the waiver applies;
(ii) the number and type of any Awards that will vest;
(iii) in the case of Options which have vested (or which the Company determines
are to vest), the period during which the Options may be exercised; or
(iv) if the Company proposes that some or all of the Participant’s Awards will be
dealt with in the manner set out in clause 9.3, a description of how the
Participant’s Awards are proposed to be dealt with and a request that the
Participant agree in writing to the proposal,
and unless determined otherwise by the Company, all of a Participant’s unvested
Awards which are not determined by the Company to vest or to remain subject to
Vesting Conditions or Restriction Periods will automatically lapse on the date
specified, and subject to such conditions set out, in the notice.
9.3 Substituted awards from acquirer
If a Control Event involves an offer or proposal to the Company’s Shareholders to acquire
securities in another entity (Acquirer) as part of the consideration for their Shares, then
subject to Applicable Laws and to agreement between the Company, the Acquirer and the
relevant Participant, a Participant may receive shares, options, performance rights or other
securities in the Acquirer (or a related body corporate of the Acquirer) in addition to or in
exchange for the Participant’s Awards.
10. Hedging unvested Awards
(a) Participants must not enter into transactions or arrangements, including by way of
derivatives or similar financial products, which limit the economic risk of holding
unvested Awards.
(b) Without limiting clause 10(a), if a Participant is a member of the Company’s key
management personnel (as defined in the Corporations Act) then the Participant must
also comply with any additional restrictions imposed by the Corporations Act.
11. Clawback
11.1 Circumstances in which clawback may apply
(a) If in relation to a Participant’s Awards:
(i) the Company or Board waived any Vesting Condition; or
(ii) the Company or Board determined that a Vesting Condition was satisfied; or
(iii) clause 6.2(a) (Good Leaver vesting) or a similar “good leaver” determination
applied to the Awards,
and it was the case or is later discovered that, in the opinion of the Company:
(iv) a Vesting Condition was not, in fact, satisfied; or
(v) the Participant (or applicable primary participant) was not, in fact, entitled to
the benefit of clause 6.2(a) or was otherwise not a “good leaver”; or
(b) a Participant (or applicable Primary Participant) at any time:
(i) acts, or has acted, fraudulently or dishonestly or made a material
misstatement on behalf of any Group Company;
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(ii) is in material breach of any of his or her duties or obligations to any Group
Company;
(iii) has engaged in serious misconduct or gross negligence (including
recklessness or wilful indifference);
(iv) is convicted of an offence or has a judgment entered against them in
connection with the affairs of any Group Company; or
(v) has acted, or failed to act, in a way that could reasonably be regarded to
have contributed to material reputational damage to any Group Company; or
(vi) the satisfaction of a Vesting Condition, or the decision of the Company to
waive a Vesting Condition, was contributed to by the person’s fraud, unlawful
behaviour, wilful default, or conduct in material breach of the Company’s
policies and codes of conduct,
then the provisions of clause 11.2 apply.
11.2 Discretions available to the Company
Where this clause applies to a Participant or to Awards (whether current or previous) the
Company may, acting in good faith, determine in its discretion, that:
(a) in relation to the Participant’s Awards (whether vested or unvested):
(i) all or some of the Awards immediately expire and are incapable of being
exercised;
(ii) all or some of the Awards are deemed to have lapsed or been forfeited (as
applicable) or else remain on foot but subject to conditions;
(iii) the Participant’s entitlement to all or some of the Awards is reduced or
extinguished;
(iv) the Vesting Conditions applicable to the assessment of an Award are to be
adjusted, varied or increased;
(v) the Participant’s remuneration, incentive entitlements or participation in this
Plan in the current year or any future year is to be adjusted;
(vi) the Participant must, or must procure that any relevant third party,
immediately on request by the Company transfers any or all Shares issued
upon the exercise of the relevant Award on terms, and to a person,
determined by the Company (which may include transferring them to a
person determined by the Company in its discretion for nil consideration); or
(vii) any combination of the above, and/or
(b) the Participant must pay the Company any:
(i) proceeds received from the sale of any Shares issued upon the exercise of
the Awards; and
(ii) any distributions or dividends paid on Shares issued upon the exercise of the
Awards,
as a debt due to the Company.
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12. Adjustments
This clause 12 applies to Options, Performance Rights, and other Awards where the
Participant may be entitled to acquire Shares in the future on exercise of the Award.
12.1 New issues of shares
A Participant is not entitled to participate in a new issue of Shares or other securities ma
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