ORCODA LIMITED — Governance Information 2010

Oct 24, 2010

Employee Share Option Plan

SmartTrans Holdings Limited ABN 86 009 065 650

SMA2001.144913.4

Contents

1.	Name of Plan .................................................................................................................. 1
2.	Objectives ...................................................................................................................... 1
3.	Definitions and interpretation ...................................................................................... 1
	3.1 Definitions .......................................................................................................... 1
	3.2 Interpretation ..................................................................................................... 3
4.	The Plan ......................................................................................................................... 3
5.	Eligibility to Participate ................................................................................................. 4
6.	Offers of Options ........................................................................................................... 5
7.	Terms and Conditions of Issue .................................................................................... 5
8.	Identity of Allottees ....................................................................................................... 6
9.	Conditions of Exercise of Options ............................................................................... 6
10.	Cessation of Employment ............................................................................................ 6
11.	Dividends and Voting Rights ........................................................................................ 7
12.	Notice and Advice ......................................................................................................... 7
13.	Exercise of Options ....................................................................................................... 7
14.	Taxation .......................................................................................................................... 8
15.	Listing Rules .................................................................................................................. 8
16.	Administration of the Plan ............................................................................................ 8
17.	Amendments to the Plan .............................................................................................. 8
18.	Termination of the Plan................................................................................................. 9
19.	Governing Law .............................................................................................................. 9
Schedule 1 ................................................................................................................................. 10
Schedule 2 ................................................................................................................................. 11

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Employee Share Option Plan

Date 1 July 2010

1. Name of Plan

This document sets out the Rules of the SmartTrans Holdings Limited Employee Share Option Plan.

2. Objectives

The objectives of the Plan are to:

• (a) establish a method by which Eligible Persons can participate in the future growth and profitability of the Company;

• (b) to provide an incentive and reward for Eligible Persons for their contributions to the Company; and

• (c) attract and retain a high standard of managerial and technical personnel for the benefit of the Company.

3. Definitions and interpretation

3.1 Definitions

In these Rules, unless the context otherwise requires:

Application means an application in the form set out in Schedule 1 or in such other form as the Directors may from time to time prescribe, accepting an invitation from the Directors to apply for Options in the Plan, made pursuant to these Rules.

Application Date means the date on which an Application is lodged with the Company by an Eligible Person or an Associate in accordance with the requirements of these Rules.

Associate means a spouse (or partner in a defacto or akin relationship) of an Eligible Person, a company in which at least 50% of the issued shares are beneficially owned by the Eligible Person or a trust that the Eligible Person is a beneficiary of.

ASX means the ASX Limited ACN 008 624 691 and its subsidiaries.

Board means the board of Directors from time to time.

Business Day has the meaning defined in the Listing Rules.

Change of Control Event means:

• (a) the Company entering into a scheme of arrangement with its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;

• (b) the commencement of a bid period in relation to a takeover bid for the Company (as those terms are defined in section 9 of the Corporations Act) to acquire any Share and

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the takeover bid extends to Shares issued and allotted after the date of the takeover bid; or

• (c) a person or group of associated persons having a relevant interest in, subsequent to the adoption of these Rules, sufficient Shares in the Company to give it or them the ability, in general meeting, to replace all or a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

Company means SmartTrans Holdings Limited ABN 86 009 065 650.

Controlled Entity means any Related Body Corporate of or other entity controlled by the Company.

Corporations Act means Corporations Act 2001 (Cth) as amended.

Directors means the directors of the Company from time to time.

Eligible Person means a Director, Officer or Employee who is from time to time engaged in full or part-time work for the Company or a Controlled Entity.

Exercise Price means the issue price per Share payable in cash upon exercising an Option being such price determined by the Directors in their absolute discretion and set out in the Offer.

Expiry Date means the earliest of the relevant dates set out below:

• (a) as determined by the Directors in their absolute discretion and set out in the Offer;

• (b) 5.00 pm Western Standard Time in Australia on the day which is 5 years after the date of issue of an Option;

• (c) 30 days (or such later date as the Company's Board determines in its sole discretion) after a person or corporation:

• (i) makes a takeover bid (as defined in the Corporations Act) to acquire any Share and the takeover bid extends to Shares issued and allotted after the date of the takeover bid; and

• (ii) becomes entitled to proceed to compulsory acquisition of the Shares pursuant to section 661A of the Corporations Act;

• (d) 10 days (or such later date as the Company's Board determines in its sole discretion) after the Company convenes a meeting of shareholders in order to enter into a scheme of arrangement (pursuant to the provisions of the Corporations Act) which, if implemented would result in a person or corporation becoming entitled to not less than 90% of the Shares, and that scheme is in fact approved; and

• (e) the date determined by the Company on the Eligible Person's cessation of employment with the Company in accordance with Rule 10.

Listing Rules means the listing rules of ASX as amended from time to time.

Market Price means the market price quoted for buyers of Shares at the close of trading on the day immediately preceding the date of the Offer (or resolution of the Directors to make the Offer) as published by ASX.

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Offer means the offer of Options made in accordance with Rule 6.

Option means an option to subscribe for a Share issued in accordance with these Rules.

Option Certificate means an option certificate or holding statement for the Options.

Option Exercise Notice means a notice for the exercise of Options in accordance with the Rules in the form set out in Schedule 2 to these Rules or in such other form as may be provided on the reverse of the Option Certificate or the Directors may from time to time prescribe.

Participant means an Eligible Person (or an Associate of an Eligible Person) who applies and becomes a member of the Plan.

Plan means the SmartTrans Holdings Limited Employee Share Option Plan established in accordance with these Rules.

Related Body Corporate has the same meaning as given to that term in the Corporations Act.

Rules means the rules of the SmartTrans Holdings Limited Employee Share Option Plan as set out in this document as amended from time to time.

Schedule 1 means the first annexure attached to and forming part of this document.

Schedule 2 means the second annexure attached to and forming part of this document.

Share means a fully paid ordinary share in the Company.

3.2 Interpretation

Unless the context otherwise requires:

• (a) any word or phrase used in these Rules which is not defined but which is defined in the Listing Rules has the same effect as that contained in the Listing Rules;

• (b) words importing any gender include all genders;

• (c) the singular includes the plural and vice versa; and

• (d) headings are included for convenience only and do not affect the construction of these Rules.

4. The Plan

• (a) There must be set aside for the purposes of the Plan such number of Ordinary Shares as the Directors may from time to time determine.

• (b) The Directors must not offer or issue Options to any Eligible Person in accordance with the Plan if the total number of Shares the subject of Options, when aggregated with:

• (i) the number of Shares in the same class which would be issued were each outstanding offer or invitation or option to acquire unissued Shares in the Company, being an offer or invitation made or Option acquired pursuant to the Plan or any other employee or executive share plan extended only to Eligible Persons, to be accepted or exercised (as the case may be); and

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• (ii) the number of Shares in the same class issued during the previous 5 years pursuant to the Plan or any other employee or executive share plan extended only to Eligible Persons,

would exceed 5% of the total number of issued Shares in the Company as at the time of the proposed offer or issue.

(c) In calculating the number of Shares which may be the subject of a grant of Options pursuant to Rule 4(b):

• (i) any offer made, or option acquired or share issued by way of or as a result of:

• A. an offer to a person situated at the time of receipt of the offer outside Australia; or

• B. an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or

• C. any other offer permitted by Class Order 03/184 of the Australian Securities & Investment Commission (as may be amended from time to time) to be exempted, and

• (ii) Shares subject to Options which have lapsed,

will be disregarded.

• (d) Notwithstanding anything in this Plan, the Directors may, in their absolute discretion, offer to Eligible Persons Options under the Plan, notwithstanding that it has previously issued more than the 5% limit set out in Rule 4(b), up to a maximum of 10%, provided that the issue is made in accordance with the requirements of Chapter 6D of the Corporations Act.

• (e) The Directors will administer the Plan awarding Options to acquire Shares in the Company to Eligible Persons. The selection of persons to whom the Options will be offered under the Plan and the number of Options which may be offered to those persons will be determined by the Directors in their absolute discretion.

• (f) Options may not be offered to a Director or his or her associates except where approval is given by the Shareholders of the Company in general meeting in accordance with the requirements of the Listing Rules.

• (g) The Plan must continue until otherwise terminated or suspended by resolution of the Board.

• (h) Participation in the Plan is subject to the Rules.

5. Eligibility to Participate

• (a) Directors, Officers and Employees both full and part-time are eligible to participate in the Plan.

• (b) Eligibility to participate in the Plan will not involve any right to participate in the Plan, and participation will be solely determined by the Board.

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6. Offers of Options

• (a) The Directors may from time to time make Offers in writing to Eligible Persons inviting them to take up Options under the Plan.

• (b) Each Offer made by the Directors must:

• (i) specify the number of options and the terms and conditions of the issue of the Options the subject of the Offer; and

• (ii) have attached an Application and a copy of these Rules.

• (c) Each Offer made by the Directors to an Eligible Person may be accepted by either the Eligible Person or an Associate of the Eligible Person.

7. Terms and Conditions of Issue

An Option must be granted on the following terms and conditions, and may be granted on such additional terms, conditions or restrictions, not being inconsistent with these Rules or the following terms and conditions, as the Board determines either generally or in relation to particular Options:

• (a) each Option must be issued free of consideration;

• (b) each Option must entitle the holder to subscribe for one Share at the Exercise Price;

• (c) each Option expires on its Expiry Date;

• (d) subject to Rule 9, the Options can be exercised in whole or part at any time up to and including the Expiry Date by lodging an Option Exercise Notice accompanied by the payment of the Exercise Price;

• (e) subject to the Listing Rules, the Options must not be transferred or assigned by the holder except that the holder may at any time transfer all or any of his/her Options to his/her Associate or to the trustee of a superannuation fund of which the Eligible Person is a member or otherwise with the prior written consent of the Company as determined by the Directors in their absolute discretion;

• (f) there are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in any new issue or bonus issue of Shares which may be offered to members of the Company from time to time prior to the Expiry Date without having first exercised the Options. The Company must give the Option holder at least 6 Business Days' notice of the record date for determining entitlements to that new issue in accordance with the Listing Rules;

• (g) there will be no change to the Exercise Price of an Option or the number of Shares over which an Option is exercisable in the event of the Company making a pro rata issue of Shares or other securities to holders of ordinary Shares in the Company (including but not limited to a bonus issue);

• (h) in the event of any reorganisation (including consolidation, subdivision, reduction or cancellation) of the issued capital of the Company, the Options must be reorganised in a manner required by the Listing Rules on a reorganisation of capital;

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• (i) Shares allotted and issued pursuant to the exercise of Options will be allotted and issued not more than 25 Business Days after receipt of both a properly executed Option Exercise Notice and the relevant subscription monies;

• (j) no application will be made to ASX for Official Quotation of the Options ;

• (k) all Shares issued upon exercise of any Option will rank pari passu in all respects with the Company's then issued Shares. The Company will apply for Official Quotation with ASX for all Shares issued upon exercise of any Option within 10 Business Days after issue of the Shares;

• (l) no Options will be issued under the Plan until an Application approved by the Directors has been received by the Company; and

• (m) the Company will use reasonable endeavours to allot the Options and deliver an Option Certificate(s) for the Options to the Participant within 25 Business Days of the Application Date (or as soon as practicable thereafter).

8. Identity of Allottees

Options may be issued to the Participants as approved by the Directors from time to time.

9. Conditions of Exercise of Options

• (a) The Options may only be exercised on or after the date determined by the Directors in their absolute discretion and set out in the Offer, provided that if no such date is specified in the Offer then the Options may not be exercised prior to the first anniversary of the date of issue of the Options.

• (b) Despite Rule 9(a), if, in the opinion of the Board, a Change Of Control Event has occurred, or is likely to occur, the Board may declare an Option to be free of any conditions of exercise and the Options which are so declared may be exercised at any time on or before the Expiry Date and in any number.

10. Cessation of Employment

• (a) Any Options issued pursuant to the Plan will be allotted on the condition that the whole of the Options issued to a Participant automatically lapse and are forfeited (except that the Participant may retain any Options which he/she is already entitled to exercise pursuant to the provisions of Rule 9) if the Eligible Person:

• (i) voluntarily resigns or retires from employment with the Company otherwise than to take up employment with a Related Body Corporate of the Company;

• (ii) is dismissed from employment with the Company for any one or more of the following reasons:

  • A. misconduct bringing disrepute on the Company or a Related Body Corporate;

  • B. disobedience, after prior written warning;

  • C. incompetence in the performance of any duties for which the Eligible Person was employed, after prior written warning;

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  - D. fraud or any other dishonesty; or

  - E. any other reason, which the Directors believe is fair and reasonable to warrant the lapsing and forfeiture of the Options.

• (b) Options issued to a Participant will not lapse and be forfeited where the Eligible Person ceases employment with the Company in the following circumstances:

• (i) death or total permanent disability (as that term is recognised by Statute);

• (ii) redundancy; and

• (iii) any other reason, which the Directors believe is fair and reasonable to warrant the Eligible Person or his/her Associate maintaining his/her right to exercise the Options.

• (c) Should an Eligible Person, in the opinion of the Directors and in their absolute discretion, satisfy the requirements of Rule 10(b) the Eligible Person or his/her Associate, as the case may be, will have a period commencing on the date the Board acknowledges in writing that such event satisfies the requirements of Rule 10(b) and ending on the date specified in writing by the Company to exercise the Option, save that the period must not extend beyond the Expiry Date. For the purposes of this sub-rule any time constraint imposed by Rule 9(a) is to be ignored.

• (d) Notwithstanding the provisions of this Rule 10, the Board may resolve in its absolute discretion that Options issued to a Participant will not lapse and be forfeited where the Eligible Person ceases employment with the Company.

11. Dividends and Voting Rights

Participants who are holding an Option issued pursuant to the Plan have no rights to dividends or to vote at meetings of the Company until that Option is exercised.

12. Notice and Advice

• (a) The Company must give notice to a Participant of any adjustment to the number of Shares which the Participant is entitled to subscribe for or be issued on exercise of an Option or the exercise price per Share in accordance with the Listing Rules.

• (b) In the event of a Change of Control Event, the Company must notify (in writing) the Participant of any change to the Expiry Date as soon as practicable after the Company becomes aware of the event.

• (c) The Company will provide to the Participant on request, within a reasonable time, either verbally or in writing, details of the current market price (in Australian dollars) of the Shares in the Company and details of the Exercise Price in relation to the Options held by that Participant.

13. Exercise of Options

• (a) An Option is only exercisable by completing the Option Exercise Notice and delivering the same to the Company or the Company's share registry. An Option Exercise Notice must specify the number of Options being exercised and must be delivered to the Company together with:

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• (i) payment of the Exercise Price for those Options; and

• (ii) the Option Certificate covering the Options being exercised.

• (b) The giving of an Option Exercise Notice for part only of the number of Options held by any Participant from time to time does not prevent the Participant at any time thereafter subject to Rule 10, during the term of those Options from exercising all or part of the balance of such Options in whole or in part.

• (c) If a Participant exercises less than the total number of Options referred to in the Option Certificate then that Participant:

• (i) must surrender the Option Certificate to the Company; and

• (ii) the Company will cancel that Option Certificate and re-issue an Option Certificate to the Participant for the unexercised balance of the Options.

14. Taxation

Neither the Company nor its directors, officers, employees, representatives or agents take any responsibility or assume any liability for the taxation liabilities of Eligible Persons or their Associates.

15. Listing Rules

The terms and conditions of the Plan must at all times comply with the Listing Rules (if any are applicable). If there is any inconsistency between the terms and conditions of the Plan and those Listing Rules then the Listing Rules will prevail.

16. Administration of the Plan

The Plan will be administered by the Directors who have the power to:

• (a) determine the procedures from time to time for the administration of the Plan subject to the Rules;

• (b) subject to Rules 15 and 17, amend or modify the Rules;

• (c) resolve conclusively all questions of fact or interpretation arising in connection with the interpretation or application of the Rules; and

• (d) delegate to any one or more persons for such period and on such conditions as or the Directors may determine the exercise of any of the Directors powers or discretions under the Plan.

17. Amendments to the Plan

Subject to the Listing Rules, the Plan may be amended:

• (a) by resolution of the Directors prior to any resolution passed by the members in general meeting approving the Plan (for the purposes of exception 9 of Listing Rule 7.2 of the Listing Rules) and then during the duration of that approval, by an ordinary resolution of the members of the Company in general meeting; or

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• (b) if the amendment is to comply with the Corporations Act or Listing Rules or to effect technical or non-substantive amendments, by resolution of the Directors,

provided that any amendment cannot effect a change to reduce the Exercise Price, increase the number of Shares to which an Eligible Person is entitled or change the Expiry Date unless permitted by the Corporations Act or the Listing Rules.

18. Termination of the Plan

The Plan may be terminated at any time by resolution of the Directors and notification thereof to ASX (if required).

19. Governing Law

The Plan, the Rules and the operation of the Plan will be governed by the laws of the State of Western Australia.

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Schedule 1

Application for Options

SmartTrans Holdings Limited ABN 86 009 065 650

SmartTrans Holdings Limited Employee Share Option Plan

Application for Options

I,

of

hereby apply for

Options to subscribe for an equal number of Shares in $ per Share and I agree

the capital of the company at an exercise price of $ per Share and I agree that upon issue of those Options I will hold those Options and deal with them only in accordance with the terms and conditions of the SmartTrans Holdings Limited Employee Share Option Plan, subject to and accordance with the Constitution of SmartTrans Holdings Limited.

Dated this day of 20

If an individual:

Signed: Name:

If a corporation:

Executed by by or in the presence of:

Signature of Director Signature of Secretary/Director

Name of Director in full Name of Secretary/Director in full

Notes

1. The Exercise Price is determined by the Directors at the time of making the Offer in accordance with the Rules of the Plan.

2. Options are issued free.

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Option Exercise Notice

Schedule 2

SmartTrans Holdings Limited ABN 86 009 065 650

SmartTrans Holdings Limited Employee Share Option Plan

Option Exercise Notice

To: The Directors SmartTrans Holdings Limited ( Company )

I/We (Mr Mrs Ms)

of

hereby exercise my/our Options to subscribe for fully paid Ordinary Shares in the Company at an Exercise Price of $ per fully paid Ordinary Share and enclose payment in full of $

fully paid Ordinary Shares in

I/We request you allot to me/us and I/we agree to accept the Shares subject to the Constitution of the Company. If this application is signed by an attorney, the attorney hereby declares that he has no notice of revocation of the power under authority of which this application is signed.

If an individual:

Signed: Name: If a corporation: Executed by by or in the presence of:

Signature of Director Signature of Secretary/Director Name of Director in full Name of Secretary/Director in full

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