If Proposal Five is passed by stockholders, 41,666 NED RSUs will be granted to Mr. Denaro under and subject to the terms of the relevant NED RSU Agreement and otherwise on the terms of the Equity Plan. If Proposal Five is not passed by stockholders, 41,666 NED RSUs will not be granted to Mr. Denaro.
If Proposal Six is passed by stockholders, 52,742 NED RSUs will be granted to Mr. Moss under and subject to the terms of the relevant NED RSU Agreement and otherwise on the terms of the Equity Plan. If Proposal Six is not passed by stockholders, 52,742 NED RSUs will not be granted to Mr. Moss.
If Proposal Seven is passed by stockholders, 52,742 NED RSUs will be granted to Mr. Roberts under and subject to the terms of the relevant NED RSU Agreement and otherwise on the terms of the Equity Plan. If Proposal Seven is not passed by stockholders, 52,742 NED RSUs will not be granted to Mr. Roberts.
ASX Listing Rules 10.14 and 7.2, Exception 14
ASX Listing Rule 10.14 provides that a listed entity must not permit any of the following persons to acquire equity securities (including, but not limited to, Director Share Units, Restricted Share Units and Performance Share Units) under an employee incentive scheme:
• | a director of the Company; |
• | an associate of a director of the Company; or |
• | a person whose relationship with the Company or a person referred to in ASX Listing Rules 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its stockholders, |
unless it obtains the approval of its stockholders.
The proposed issuance of the NED RSUs to Mr. Seaberg, Mr. Denaro, Mr. Moss, and Mr. Roberts under Proposal Four, Proposal Five, Proposal Six, and Proposal Seven, respectively, each fall within ASX Listing Rule 10.14.1, as each of Mr. Seaberg, Mr. Denaro, Mr. Moss, and Mr. Roberts is a director of the Company, and they do not fall within any of the exceptions in ASX Listing Rule 10.16. The grant of the NED RSUs to each of Mr. Seaberg, Mr. Denaro, Mr. Moss, and Mr. Roberts therefore requires the approval of stockholders under ASX Listing Rule 10.14.
In addition, ASX Listing Rule 7.2, Exception 14 provides that stockholder approval is not required under ASX Listing Rule 7.1 for the issuance of equity securities that have received stockholder approval under ASX Listing Rule 10.14, and any such equity securities are not included for the purposes of calculating the Company’s 15% placement capacity under ASX Listing Rule 7.1. Therefore, if Proposal Four, Proposal Five, Proposal Six, and Proposal Seven are passed by stockholders, the grant of the NED RSUs, and any subsequent issue, transfer or allocation of Common Stock in respect of those NED RSUs, will not be included in the calculation of the Company’s 15% placement capacity under ASX Listing Rule 7.1.
An approval under ASX Listing Rule 10.14 ceases to be valid if there is a material change to the terms of the Equity Plan from those disclosed at the time the approval was obtained.
Material Terms of the NED RSU Agreements
In addition to the value, vesting schedules and other terms of the NED RSUs noted in Table 1 above, the following is a summary of other material terms of the NED RSU Agreements under which, subject to Proposal Four, Proposal Five, Proposal Six, and Proposal Seven being passed by stockholders, the NED RSUs will be granted.
RSU Agreements
• | Grant Price: There is no consideration payable for the grant of the NED RSUs. |
• | Vesting Conditions: Remain in continuous service through each vesting date. |
• | Lapsing on Cessation as a Director: Each non-employee director’s NED RSUs will be forfeited on the date that his continuous service as a non-employee director terminates. |
