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the death, Total and Permanent Disability, Retirement or redundancy of the Participant as determined by the Board in its absolute discretion;
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the Participant ceasing to be employed by a company within the Group as a result of a company ceasing to be a member of the Group, or a company in the Group selling a business it conducts to someone other than to another company in the Group; or
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any other reason as determined by the Board in its absolute discretion.
Record Date has the meaning given to that term in the Listing Rules.
Restriction Period means, in respect of a Share provided on the exercise of a Vested Right, the period commencing on the date of allocation of the Share to the Participant and ending on the earliest of:
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the date determined by the Board for the purposes of the restrictions contained in clause 10 and / or notified to the Participant in accordance with clause 5.1(i);
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the date the Participant is no longer employed by a company in the Group, unless the Board determines otherwise;
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the date an Event occurs, unless the Board determines otherwise;
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the 15th anniversary of the date of grant of the Right;
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the date Imdex approves a Withdrawal Notice; and
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the date the Board, in its sole and absolute discretion, determines that the restrictions contained in clause 10 be released.
Retirement means, in relation to a Participant, the retirement by the Participant from any body corporate in the Group.
Right means a right to acquire a Share at the discretion of the Board, subject to satisfaction of Performance Criteria and compliance with the applicable exercise procedure, granted to a Participant under the Plan on the terms and conditions determined by the Board.
Share means a fully paid ordinary share in the capital of Imdex.
Shareholder means a registered holder of a Share.
Total and Permanent Disablement means, in relation to an Employee, that the Employee has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Employee unlikely ever to engage in any occupation for which he or she is reasonably qualified by education, training or experience.
Trust means the Imdex Limited Equity Plan Trust.
Trust Deed means the trust deed that establishes the Trust, as amended from time to time.
Trustee means the trustee from time to time of the Trust.
Vest means a Participant becoming entitled to exercise his or her Rights, subject to any Exercise Restrictions and, upon exercise and payment of any applicable Exercise Price, to have the Shares underlying his or her Rights allocated to him or her subject to the terms of the Plan (and Vested or Vesting shall be construed accordingly).
Withdrawal Notice means a written notice given by (or deemed to be given by) a Participant to Imdex in accordance with clause 12.
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Interpretation
In this Plan:
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headings are for convenience only and do not affect interpretation;
and unless the context indicates a contrary intention:
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an obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally;
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'person' includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;
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a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes a substituted or an additional trustee;
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a reference to a document (including this Plan) is to that document as varied, novated, ratified or replaced from time to time;
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a reference to a statute includes its delegated legislation and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re- enactments and replacements;
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a word importing the singular includes the plural (and vice versa), and a word indicating a gender includes every other gender;
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a reference to a party, clause, schedule, exhibit, attachment or annexure is a reference to a party, clause, schedule, exhibit, attachment or annexure to or of this Plan, and a reference to this Plan includes all schedules, exhibits, attachments and annexures to it;
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if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
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'includes' in any form is not a word of limitation; and
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a reference to '$' and 'dollar' is to Australian currency.
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Rights Plan
Subject to any necessary approvals of Shareholders required by law or by the Listing Rules, the Board may grant Rights to any one or more of the Employees having regard to:
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each Employee's length of service with the Group;
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the potential contribution of the Employee to the Group; and
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any other matters which the Board considers relevant. Rights granted by the Board will be subject to the terms of this Plan.
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Administration of the Plan
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Administration by the Board
The Plan will be administered by the Board and the Trustee in accordance with the terms of this Plan and the Trust Deed.
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Board's power and discretion
Any power or discretion which is conferred on the Board by this Plan must be exercised by the Board in the interests or for the benefit of Imdex. In exercising any such power or discretion, the Board is not under any fiduciary or other obligation to any other person.
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Delegation by the Board
Any power or discretion which is conferred on the Board by this Plan may be delegated by the Board to a committee consisting of such Directors, other officers, or employees of Imdex, or any combination of such persons, as the Board thinks fit.
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Decisions are final
The decision of the Board as to the interpretation, effect or application of this Plan, the exercise by the Board of any power or discretion under this Plan or the giving of any consent or approval by the Board in connection with this Plan will be final and conclusive.
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Board may suspend or cancel the Plan
The Board may from time to time suspend the operation of this Plan and may at any time cancel this Plan. The suspension or cancellation of this Plan will not prejudice the existing rights (if any) of Participants.
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Documents
Imdex and the Trustee may from time to time require a Participant to complete and return such additional documents as may be required by law to be completed by the Participant or such other documents which the Imdex or the Trustee considers should, for legal or taxation reasons, be completed by the Participant.
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Rights of Participants
Except as expressly provided in this Plan, nothing in this Plan:
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confers on any Employee the right to receive any Rights or Shares;
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confers on any Participant the right to continue as an Employee;
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affects any rights which Imdex or a subsidiary may have to terminate the employment of any Employee;
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may be used to increase damages in any action brought against Imdex or a subsidiary in respect of any such termination; or
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confers on an Employee any expectation to become a Participant.
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Grant of Rights
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Offer
An offer of Rights to an Employee must be in writing and must specify:
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the date of the offer;
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the number of Rights that are the subject of the offer, or the method or formula for determining the number or value of Rights that are the subject of the offer;
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the Offer Closing Date;
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the applicable Performance Criteria and Performance Period;
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the time or times at which applicable Performance Criteria will be tested in respect of the Performance Period (at which time, Rights may Vest);
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the Exercise Period during which Vested Rights may be exercised;
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the manner of exercise of Vested Rights (including whether Rights may be automatically exercised at a specified time or event);
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the Exercise Price (which may be zero) payable to exercise Vested Rights;
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any applicable Exercise Restrictions and Restriction Period; and
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such other terms and conditions relating to the offer of the Rights as the Board may determine in its absolute discretion.
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Acceptance
To accept an offer made under clause 5.1, the Employee must submit an acceptance form (in the form prescribed by Imdex) on or prior to the Offer Closing Date. The acceptance form must include:
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a notification that the Employee accepts the offer and the terms and conditions of the offer;
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confirmation that the Employee agrees to be bound by the terms of this Plan and the Trust Deed; and
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the agreement of the Employee to the placing of a Holding Lock on any Shares provided on the exercise of the Rights, (where, in accordance with clause 10.3, the Board determines that a Holding Lock will be applied to the Shares during the Restriction Period).
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When offer may not be accepted
An Employee may not accept an offer made under clause 5.1, and no Rights will be granted to the Employee in respect of such an offer, if at the date of purporting to accept the offer:
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he or she is no longer an Employee;
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he or she has given his or her employer within the Group notice of his or her resignation as an Employee; or
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he or she has been given notice of dismissal from employment or if, in the opinion of the Board, he or she has tendered his or her resignation to avoid such dismissal.
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Grant of Rights
If an Employee has accepted an offer in accordance with clause 5.2, Imdex will grant the Rights to the Employee on a date which is after the Offer Closing Date, provided they remain an Employee at the date of grant.
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Nature of Rights
Each Right is a right to be issued with or transferred (at Imdex's election) a single Share. A Participant does not have a legal or beneficial interest in any Share by virtue of acquiring or holding a Right. A Participant's rights under the Right are purely contractual and personal. In particular, a Participant is not entitled to participate in or receive any dividends or other Shareholder benefits until the Right has Vested and been exercised and a Share has been allocated or transferred to the Participant as a result of the Vesting and exercise of the Right.
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Restrictions on grant of Rights
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Overriding restrictions
Notwithstanding the terms of this Plan or the terms of any particular Right as granted, no Right may be offered, granted, Vest or be exercised if to do so:
-
would contravene the Corporations Act or the Listing Rules;
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would contravene the local laws or customs of the Employee's country of residence; or
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in the opinion of the Board, would require actions which are onerous or impractical.
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5% limit on issue of Shares
In the case of an offer of Rights for issue, the number of Shares to be received on the exercise of a Vested Right when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under:
-
an employee incentive scheme covered by Class Order 14/1000 (as may be amended from time to time); or
-
an ASIC exempt arrangement of a similar kind to an employee incentive scheme, must not exceed 5% of the total number of issued Shares in that class as at the time of the offer.
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In calculating the number of Shares which may be the subject of an offer of Rights, any offer made or Right acquired or issued by way of or as a result of:
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an offer to a person situated outside Australia at the time of receipt of the offer; or
-
an offer that did not need disclosure to investors because of section 708 of the Corporations Act;
may (together with any securities that can be disregarded in accordance with ASIC Class Order 14/1000 (as may be amended from time to time)) be disregarded.
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Restrictions on transfer of Rights
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Board consent required
Subject to clause 7.2, Rights may only be transferred in accordance with their terms of issue or otherwise with the prior written consent of the Board which will only be provided in exceptional circumstances.
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Death or mental incapacity
A legal personal representative of a Participant may be recognised by Imdex as a holder of the Participant's Right in circumstances where either the Participant has died or the Participant's estate is liable to be dealt with under the laws relating to mental health, on the production to Imdex of documents or other evidence which Imdex may reasonably require to establish the entitlement of the legal personal representative.
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Vesting and exercise of Rights
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Vesting
-
Awards will only Vest once the Board, in its discretion, determines that any relevant Performance Criteria have been satisfied.
-
Subject to clause 8.1(c), following the end of the Performance Period, the Board will:
-
test the applicable Performance Criteria (including any service conditions, if relevant) and determine the extent to which the Performance Criteria have been satisfied and Rights Vest and become exercisable, subject to any Exercise Restriction(s);
-
determine the time when the Rights Vest and become exercisable, subject to any Exercise Restriction(s); and
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within a reasonable timeframe, notify Participants of the extent to which any applicable Performance Criteria have been satisfied and Awards Vest or will have Vested.
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Notwithstanding clause 8.1(a) the Board may in its discretion, determine that a Right Vests prior to the end of a Performance Period which, unless the Board determines otherwise, will include situations where an Event occurs and the Board gives notice to the Participant that Rights may Vest and be exercised.
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Lapse of Rights
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A Right will lapse on the first to occur of:
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failure to satisfy the Performance Criteria by the end of the Performance Period under clause 8.1;
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the expiry of the Exercise Period;
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the cessation of the Participant's employment in circumstances where the Right lapses under clause 13;