Employee Incentive Plan
Released
Released
Announcement PDF
Employee Incentive Plan
Adopted by the Board on 29 May 2025
Ballard Mining Limited ACN 685 311 577
Legal/91878902_1
Page i
Table of contents
1
Definitions and Interpretation .................................................................................. 1
1.1
1.2
1.3
1.4
1.5
1.6
1.7
Definitions .......................................................................................................................1
Interpretation ...................................................................................................................5
Applicable Laws ..............................................................................................................6
Share Trading Policy ......................................................................................................6
Rounding ........................................................................................................................6
Headings .........................................................................................................................6
Constitution .....................................................................................................................6
2
Purpose ..................................................................................................................... 6
3
Commencement ....................................................................................................... 6
4
Operation of Plan...................................................................................................... 6
5
Maximum Allocation................................................................................................. 7
6
Eligibility and Grant.................................................................................................. 8
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
Participation ....................................................................................................................8
Selection .........................................................................................................................8
Offer ................................................................................................................................8
Application ......................................................................................................................8
Multiple Offers .................................................................................................................9
Right to Reject Applications ............................................................................................9
Nominee .........................................................................................................................9
Acceptance of Offer ........................................................................................................9
7
Employee Share Trust ............................................................................................ 10
8
Vesting Conditions ................................................................................................. 10
9
Lapse and Forfeiture of Employee Incentives ...................................................... 11
9.1
9.2
9.3
9.4
9.5
9.6
9.7
9.8
10
Issue of Shares ....................................................................................................... 14
10.1
10.2
10.3
10.4
11
Employee Loan ............................................................................................................ 15
Repayment of Employee Loan .................................................................................... 15
Buy-Back ................................................................................................................. 16
12.1
12.2
12.3
13
Issue of Shares ............................................................................................................ 14
Overriding restrictions on Shares ................................................................................ 14
Issuer sponsored holding for Shares ........................................................................... 14
Rights Attaching to Shares .......................................................................................... 15
Employee Loan ....................................................................................................... 15
11.1
11.2
12
When Employee Incentives lapse ............................................................................... 11
Agreed Leaver ............................................................................................................. 11
Non-Agreed Leaver ..................................................................................................... 11
Forfeiture events .......................................................................................................... 12
When Forfeiture Occurs............................................................................................... 13
Discretion of Board ...................................................................................................... 13
Determination Whether to Exercise Discretion ............................................................ 13
Effect of Lapse ............................................................................................................. 14
Buy-Back ..................................................................................................................... 16
Buy-Back Mechanism .................................................................................................. 16
Buy-Back Price ............................................................................................................ 17
Restriction on Disposal and Holding Lock ........................................................... 17
13.1
13.2
13.3
13.4
Transfer before expiry of Restriction Period ................................................................ 17
Transfer after the expiry of Restriction Period ............................................................. 17
Holding Lock ................................................................................................................ 17
No Transfer of Options or Performance Rights ........................................................... 17
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14
Tax Liability and Withholding ................................................................................ 18
15
Contravention of Applicable Law .......................................................................... 18
16
Contravention of Rules .......................................................................................... 18
17
Administration of this Plan .................................................................................... 18
17.1
17.2
17.3
17.4
17.5
18
Plan Amendment .................................................................................................... 20
18.1
18.2
19
Regulations .................................................................................................................. 18
Delegation .................................................................................................................... 18
Decisions Final ............................................................................................................ 19
Attorney and Agent ...................................................................................................... 19
Notice ........................................................................................................................... 19
Amendment of Plan ..................................................................................................... 20
Amendment by Addendum .......................................................................................... 20
Termination or Suspension ................................................................................... 20
19.1
19.2
Termination or Suspension .......................................................................................... 20
Resolution to Terminate, Suspend, Supplement or Amend ........................................ 21
20
No Employment Contract....................................................................................... 21
21
ASIC Relief .............................................................................................................. 21
22
Non-Exclusivity ...................................................................................................... 21
22.1
22.2
23
Non-Exclusivity ............................................................................................................ 21
Relationship to Other Equity Plans .............................................................................. 21
General .................................................................................................................... 22
23.1
23.2
23.3
23.4
No Fiduciary Capacity .................................................................................................. 22
Listing Rules ................................................................................................................ 22
Enforcement ................................................................................................................ 22
Governing Law ............................................................................................................. 22
Schedule 1.......................................................................................................................... 23
Pro-Forma Offer Letter – Shares .............................................................................................. 23
Schedule 2f ........................................................................................................................ 27
Application – Shares ................................................................................................................. 27
Schedule 3.......................................................................................................................... 30
Example Terms and Conditions of Options .............................................................................. 30
Schedule 4.......................................................................................................................... 36
Example Terms and Conditions of Performance Rights .......................................................... 36
Schedule 5.......................................................................................................................... 40
Pro-Forma Offer Letter – Options ............................................................................................. 40
Schedule 6.......................................................................................................................... 44
Application – Options ................................................................................................................ 44
Schedule 7.......................................................................................................................... 47
Pro-Forma Offer Letter - Performance Rights .......................................................................... 47
Schedule 8.......................................................................................................................... 51
Application – Performance Rights ............................................................................................ 51
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1
Definitions and Interpretation
1.1
Definitions
In these Rules, unless the context otherwise requires, the following terms and expressions will
have the following meanings:
Agreed Leaver means a Participant who ceases to be an Eligible Participant in any of the
following circumstances:
(a)
the Participant and Board have agreed in writing that the Participant has entered into
bona fide retirement;
(b)
the Participant and the Board have agreed in writing that the Participant’s role has
been made redundant;
(c)
the Board has determined that:
(i)
Special Circumstances apply to the Participant; or
(ii)
the Participant is no longer able to perform their duties under their
engagement or employment arrangements with the Company due to poor
health, injury or disability;
(d)
the Participant’s death; or
(e)
any other circumstance determined by the Board in writing.
Allocated Share means any Share(s) issued, transferred or allocated:
(a)
directly pursuant to an Offer; or
(b)
pursuant to the exercise of an Option or conversion of a Performance Right,
under this Plan.
Applicable Law means any one or more or all, as the context requires, of:
(a)
the Corporations Act;
(b)
the Listing Rules (as applicable);
(c)
the Constitution;
(d)
the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act
1997 (Cth), each as amended from time to time;
(e)
any practice note, policy statement, regulatory guide, class order, legislative
instrument, declaration, guideline, policy, procedure, ruling, judicial interpretation or
other guidance note made to clarify, expand or amend paragraphs (a), (b), and (d)
above; and
(f)
any other legal requirement that applies to this Plan.
Application means an application by an Eligible Participant to participate in this Plan made in
response to an Offer, which application may be in the form contained in Schedule 2, Schedule
6 or Schedule 8 (as applicable) or any other form as determined by the Board.
ASIC means the Australian Securities and Investments Commission.
Associated Entity has the meaning given in section 50AAA of the Corporations Act to the
extent only of bodies corporate which fall within the associated entity definition in that section.
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ASX means ASX Limited (ABN 98 008 624 691) or, as the context permits, the Australian
Securities Exchange operated by ASX Limited.
Board means the board of directors of the Company, a committee appointed by the board of
directors of the Company as constituted from time to time, or any person who is provided with
delegated authority by the board of directors from time to time.
Business Day has the meaning given to that term in the Listing Rules.
Buy-Back means the buy-back by the Company of Allocated Share(s), pursuant to clause 12,
and Bought-Back has a similar meaning.
Buy-Back Period means, with respect to any Allocated Share(s) and any Participant, the
period of 90 days from the date that the right to Buy-Back arises under clause 9.4 of this Plan.
Buy-Back Price means the price at which the Allocated Shares are to be Bought-Back as
determined under clause 12.3.
Company means Ballard Mining Limited (ACN 685 311 577).
Control has the meaning given in Section 50AA of the Corporations Act and Controlled has a
corresponding meaning.
Constitution means the constitution of the Company, as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.
Director means a director of the Company, or any member of the Group.
Eligible Participant means:
(a)
Directors and Employees who are determined by the Board in its sole and absolute
discretion to be eligible to receive grants of Employee Incentives; or
(b)
any other person who is determined by the Board in its sole and absolute discretion to
be eligible to receive grants of Employee Incentives.
Employee means any employee, consultant or contractor of the Company, or any member of
the Group.
Employee Incentive means any:
(a)
Share, Option or Performance Right granted, issued or transferred; or
(b)
Share(s) issued pursuant to the exercise of an Option or conversion of a Performance
Right,
under this Plan.
Employee Loan has the meaning given to that term in clause 11.
Employee Loan Agreement means an agreement between the Company and an Employee
with respect to an Employee Loan.
Employee Loan Repayment Notice has the meaning given to that term in clause 11.2(c).
Employee Share Scheme has the meaning given to that term in the Corporations Act.
ESS Interest has the meaning given to that term in the Corporations Act.
Exercise Period means the period up to the Expiry Date during which a vested Option or
Performance Right may be exercised, and as determined by the Board.
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Exercise Price means the exercise price payable (if any) by a Participant to acquire a Share
upon the exercise of an Option as specified by the Board in the Offer in its sole and absolute
discretion.
Expiry Date means the date determined by the Board and as specified in the Offer with
respect to Options or Performance Rights, after which those Options or Performance Rights
lapse and may no longer be exercised.
Fee means any fee payable by a Participant on the grant of Employee Incentives, and as
determined by the Board in its sole and absolute discretion.
Former Participant means a Participant who ceases to be an Employee or Director.
Grant Date means the date on which Employee Incentives are granted to a Participant
following the acceptance of an Application.
Group means the Company and its Associated Entities.
Issue Price means the issue price for Shares as detailed in the Offer Letter for such Shares.
Listing Rules means the listing rules, market rules or operating rules of a financial market in
respect of which the Company's Shares are quoted or are the subject of an application for
quotation, including but not limited to, the official listing rules of the ASX (as applicable).
Manual Exercise means, in relation to Performance Rights, that the Participant is required to
deliver a Notice of Exercise to the Company in order for vested Performance Rights to be
exercised.
Maturity Date means the maturity date of an Employee Loan as set out in an Employee Loan
Agreement.
Maximum Allocation has the meaning given to that term in clause 5(a).
Monetary Consideration means an Offer where payment is either required upfront, or at any
future stage, for the grant, issue or transfer of Employee Incentives or the conversion or
exercise of Employee Incentives.
Nominated Beneficiary means:
(a)
if a Participant has included a nominated beneficiary in their Offer Letter, the person
nominated by the Participant in their Offer Letter; or
(b)
if a Participant has not included a nominated beneficiary in their Offer Letter, then the
Participant's beneficiary, personal representative or successor in title.
Nominee has the meaning given to that term in clause 6.7(b).
Non-Agreed Leaver means a Participant who ceases to be an Eligible Participant and:
(a)
does not meet the Agreed Leaver criteria; or
(b)
meets the Agreed Leaver criteria but the Board has determined in writing that they be
treated as a Non-Agreed Leaver.
No Monetary Consideration means an Offer where there is no payment required upfront, nor
at any future stage, for the grant, issue or transfer of Employee Incentives or the conversion or
exercise of Employee Incentives.
Notice of Exercise means a notice of exercise of Options or Performance Rights (as
applicable), in the form determined by the Board from time to time, advising the Company that
the Participant wishes Shares to be issued pursuant to vested Options or Performance Rights
(as applicable).
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Offer means an offer to an Eligible Participant, in the form of an Offer Letter, to apply for the
grant of Employee Incentives under this Plan.
Offer Letter means a letter containing an Offer to an Eligible Participant that sets out the
terms and conditions of the Offer, examples of which are contained in Schedule 1, Schedule 5
or Schedule 7 (as applicable).
Option means an option granted under this Plan to subscribe for, acquire and/or be allocated
(as determined by the Board in its sole and absolute discretion) one Share subject to these
Rules and such terms and conditions as determined by the Board, an example of which is
contained in Schedule 3.
Participant means:
(a)
an Eligible Participant who has been granted Employee Incentives under this Plan; or
(b)
where an Eligible Participant has made a nomination under clause 6.7(b):
(i)
the Eligible Participant; or
(ii)
the Nominee of the Eligible Participant who has been granted Employee
Incentives under this Plan,
as the context requires.
Performance Period means the period in which the Vesting Conditions must be satisfied in
respect of an Employee Incentive.
Performance Right means a right granted under this Plan to be issued one Share subject to
these Rules and such terms and conditions as determined by the Board, an example of which
is contained in Schedule 4.
Plan means the employee incentive plan as administered in accordance with these Rules.
Plan Administrator means a person or entity appointed to administer this Plan.
Related Party in relation to an Eligible Participant means:
(a)
that person’s spouse, parent, child or sibling;
(b)
a company Controlled by the Eligible Participant or a person mentioned in (a) above;
(c)
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
Eligible Participant is a director of that body corporate; or
(d)
any other person deemed a related party by the Board.
Relevant Interest has the meaning given to that term under section 9 of the Corporations Act.
Restriction Period means, in respect of an Allocated Share, the period (if any) set out in
these Rules (including a period determined by the Board pursuant to clause 13.1(b)) or the
relevant Offer Letter, during which there are restrictions on dealing with or transferring the
relevant Allocated Share.
Rules means these rules in respect of the operation of this Plan, as amended from time to
time.
Security Interest means a mortgage, charge, pledge, lien, encumbrance or other third party
interest of any nature.
Share means a fully paid ordinary share in the capital of the Company, including those issued
under this Plan or issued pursuant to the exercise of an Option or conversion of a
Performance Right.
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Share Trading Policy means any Company share trading policy, as amended from time to
time.
Shareholder means any holder of one or more Shares.
Special Circumstances means any of the following:
(a)
the death of the Participant; or
(b)
the total and permanent disablement of the Participant such that the Participant is
unlikely ever to engage in any occupation for which the Participant is reasonably
qualified by education, training or experience.
Subsidiary has the meaning given to that term in the Corporations Act.
Takeover Bid has the meaning given to that term under section 9 of the Corporations Act.
Term means the period commencing on the Grant Date and ending on the Expiry Date
(inclusive).
Transfer means to sell, assign, transfer, convey or otherwise dispose of any legal or beneficial
interest in or confer rights in respect of.
Vesting Conditions means any condition(s) (as specified in the Offer and determined by the
Board in its sole and absolute discretion) which must be satisfied or waived in order for
Employee Incentives to vest in accordance with their terms.
Vesting Notification means a notice (whether physical or electronic) given by or on behalf of
the Company to a Participant informing the Participant that the Vesting Conditions (if any)
have been satisfied, waived by the Board, or are deemed to have been satisfied under these
Rules, and the Employee Incentives may be exercised.
1.2
Interpretation
(a)
In these Rules, unless otherwise stated or the contrary intention appears:
(i)
the singular includes the plural and vice versa;
(ii)
a gender includes all genders;
(iii)
a reference to:
(iv)
(b)
(A)
any legislation includes any modification or replacement of it and all
regulations and statutory instruments issued under it and a reference
to any provision of any legislation includes any modification or
substitution of it;
(B)
these Rules means these Rules as amended from time to time and
includes all recitals, annexures, addendums and schedules to these
Rules; and
(C)
a person includes a reference to the person’s executors,
administrators and successors or a body corporate including any
person taking by way of novation and, in the case of a trustee,
includes any substituted or additional trustee; and
include means to include without limitation.
In the event of any inconsistency between the terms of an Offer, Employee Incentives
or these Rules, the terms of the relevant Employee Incentive will be interpreted in the
following priority:
(i)
the terms of the Offer;
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1.3
(ii)
the terms of the Options specified in, or attached to, the Offer or the terms of
the Performance Rights specified in, or attached to, the Offer, as applicable;
and
(iii)
these Rules.
Applicable Laws
These Rules, the offering and granting of any Employee Incentives, the issuing and/or
transferring of any Employee Incentives and the rights attaching to or interests in the
Employee Incentives, will at all times be subject to all Applicable Laws.
1.4
Share Trading Policy
A Participant must comply with any Share Trading Policy at all times.
1.5
Rounding
Where any calculation or adjustment to be made pursuant to these Rules produces a fraction
of a cent or a fraction of an Option, a Performance Right or a Share, the fraction will be
eliminated by rounding to the nearest whole number (or by rounding down, in the case of half
of an Option, a Performance Right or a Share).
1.6
Headings
Headings are inserted in these Rules for convenience only and do not affect the interpretation
of these Rules.
1.7
2
Constitution
(a)
The entitlements of Eligible Participants and Participants under these Rules are
subject to the Constitution.
(b)
In the event of any inconsistency between these Rules and the Constitution, the terms
of the Constitution will prevail to the extent of that inconsistency.
Purpose
The purpose of this Plan is to:
3
(a)
assist in the reward, retention and motivation of Eligible Participants;
(b)
link the reward of Eligible Participants to Shareholder value creation; and
(c)
align the interests of Eligible Participants with Shareholders by providing an
opportunity to Eligible Participants to earn rewards via an equity interest in the
Company based on creating Shareholder value.
Commencement
This Plan will commence on a date determined by resolution of the Board (and if no date is
specified, on the date this Plan is approved by the Board).
4
Operation of Plan
(a)
This Plan is administered by the Board, which has power to:
(i)
determine appropriate procedures for administration of this Plan consistent
with this Plan;
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5
(ii)
resolve conclusively all questions of fact or interpretation in connection with
this Plan;
(iii)
appoint a person to be the Plan Administrator;
(iv)
delegate to any persons (including, without limitation, a Plan Administrator) for
such period and on such terms as it sees fit the exercise of any of its powers
or discretions under this Plan; and
(v)
take and rely on independent professional or expert advice in or in relation to
the exercise of any of its powers or discretions under this Plan.
(b)
Where the Board is to make a determination, decision, approval or give any opinion
under this Plan, the Board or the Company may do so in its absolute discretion.
(c)
Any power or discretion which is conferred on the Board or the Company by this Plan
may be exercised by the Board in the interests, or for the benefit, of the Company and
the Board is not, in exercising any such power or discretion, under any fiduciary or
other obligation to any other person including, for the avoidance of doubt, any Eligible
Participant or any Participant.
(d)
For the avoidance of doubt, subdivision 83A-C of the Income Tax Assessment Act
1997 (Cth) applies to this Plan.
Maximum Allocation
(a)
The maximum number of Employee Incentives that may be granted pursuant to this
Plan must not at any time exceed 10% of the total number of Shares on issue
(Maximum Allocation) and:
(i)
in respect of an Offer of Employee Incentives for Monetary Consideration, an
Offer of Employee Incentives may only be made if the Company reasonably
believes that:
(A)
the total number of Shares that may be issued comprising the
Employee Incentives (including upon exercise or conversion of
Options or Performance Rights); and
(B)
the total number of Shares that have been issued, or may be issued,
comprising:
(I)
Employee Incentives (including upon exercise or conversion
of Options or Performance Rights) issued, or which may be
issued, under Offers that were both received in Australia and
made in connection with this Plan; and
(II)
ESS Interests (including upon exercise or conversion of ESS
Interests) issued, or which may be issued, under offers that
were both received in Australia and made in connection with
any Employee Share Scheme other than this Plan,
(in aggregate, and whether offered for Monetary Consideration or No
Monetary Consideration) during the previous three (3) years ending
on the day the proposed Offer is made,
does not exceed 5% of the total number of Shares on issue as at the start of
the day on which the proposed Offer is made (or if the Constitution specifies
an issue cap percentage, that percentage); and
(ii)
in respect of an Offer of Employee Incentives for No Monetary Consideration:
(A)
the Maximum Allocation must not be exceeded; and
E
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