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JCURVE SOLUTIONS LTD Board/Management Information 2015

Oct 26, 2015

65158_rns_2015-10-26_6cd7defd-38ab-4420-8d4c-fb901ace76ac.pdf

Board/Management Information

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27 October 2015

Manager of Company Announcements ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

By E-Lodgement

JCURVE SOLUTIONS LIMITED (“JCS”) CONTRACT REVIEW – MR STEPHEN CANNING

In accordance with ASX Listing Rule 3.16.4, JCurve Solutions Limited (ASX: JCS) (“JCurve”, the “Company”) advises that the contract of its Chief Executive Officer, Mr. Stephen Canning has been reviewed with immediate effect.

The material terms of the contract for Mr Canning are detailed in Appendix A.

For and on behalf of the Board

Mr Bruce Hatchman Non-Executive Chairman

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APPENDIX A

Stephen Canning – Summary of employment contract

Commencement date

27 October 2015

Title

Chief Executive Officer

Remuneration

Annual base salary of $280,000 per annum, exclusive of the Superannuation Guarantee Charge.

In addition to base salary and at the discretion of JCurve, Stephen Canning will be eligible to receive an at risk Incentive Bonus of up to $50,000 per annum.

JCurve’s Incentive Bonus does not form part of Stephen Canning’s Contract. Any Incentive Bonus does not form part of Stephen Canning’s remuneration for any purposes associated with calculating other benefits, including lease entitlements and severance payments.

Upon approval of the Company’s Employee Share Plan by the Board of Directors Stephen Canning will be eligible to participate in the allocation of JCurve shares under the terms of this scheme. The agreed allocation to be issued to him when this approval is provided is 1,000,000 shares, subject to meeting defined criteria set out in this agreement.

Any time the Company reserves the right to alter or withdraw any bonus and share schemes. Upon termination of Stephen Canning’s employment, payment of any Incentive Bonus will be at JCurve’s absolute discretion. A discretionary, at-risk incentive bonus of up to $50,000 per annum will be payable.

JCurve’s Incentive Bonus does not form part of the Contract. Any Incentive Bonus does not form part of his remuneration for any purposes associated with calculating other benefits, including lease entitlements and severance payments.

The Employee Share Plan was approved at the Company’s Annual General Meeting on 31 October 2013, with the shares issued on 11 September 2015 as announced to the ASX at the time.

Annual Leave

Four weeks annual leave per annum, in accordance with relevant legislation.

Personal/Carer’s Leave

Ten days’ personal/carer’s leave per annum, in accordance with relevant legislation.

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Resignation and Termination

Except where employment is terminated for reasons of serious misconduct, either JCurve or Stephen Canning may terminate employment by giving 3 months’ notice.

If Stephen Canning is over 45 years of age at the time of termination of employment and has at least 2 years’ continuous service with JCurve, he will be given an additional week’s notice.

The Company may elect to pay Stephen Canning in lieu of part or all of the notice period. Alternatively we may require him not to report for work, or provide him with altered duties, during part or all of his notice period.

JCurve may terminate Stephen Canning’s employment at any time without notice or payment in lieu of notice in the case of serious misconduct. Serious misconduct will include, but is not limited to:

  • a) ongoing breach of his obligations as set out in this Contract without rectifying such breach within 7 days of receiving notice of the breach;

  • b) performing his work in a manner reasonably considered by us to be unprofessional or unsafe;

  • c) gross negligence;

  • d) a refusal to follow a lawful and reasonable direction;

  • e) engaging in conduct which we reasonably consider is likely to damage our reputation;

  • f) committing any act of dishonesty including acts of embezzlement, theft or fraud involving JCurve’s assets or property; or

  • g) any conduct that represents a breach of the Corporations Act 2001; or

  • h) any conduct that would justify summary dismissal at common law.

On termination of Stephen Canning’s employment by any means, JCurve will pay to Stephen Canning:

  • a) his salary — payable to him up to and including the date of termination;

  • b) payment in lieu of any accrued untaken leave to which he is entitled up to and including the date of the termination; and

  • c) any other benefits due to Stephen Canning under this Contract.

Stephen Canning also authorises us to deduct costs associated with his personal usage of JCurve property (for example, mobile phone costs or internet usage charges), although we will discuss these costs with Stephen Canning and obtain his written approval prior to any deduction taking place.

If:

  • a) Stephen Canning’s employment is terminated by reason of the liquidation of JCurve for the purpose of reconstruction or amalgamation; and

  • b) he is offered employment with any concern or undertaking resulting from such reconstruction or amalgamation on terms and conditions not less favourable than the terms of this document, then Stephen Canning agrees that he has no claim against JCurve in respect of the termination of his employment under this Contract.

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