SITEMINDER LIMITED — Governance Information 2021

Nov 4, 2021

Employee Equity Incentive Plan SiteMinder Limited ACN 121 931 744

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Contents	Contents		Page
1	Defined terms and interpretation		1
	1.1	Definitions in the Dictionary	1
	1.2	Interpretation	1
2	Purpose		1
3	Commencement		1
4	Principal conditions		1
	4.1	Compliance with laws	1
	4.2	No prohibited financial assistance	2
	4.3	Plan limit	2
	4.4	Quotation	3
	4.5	Tax deferral	3
5	Offers		3
	5.1	Board to make Offer	3
	5.2	Prospective Eligible Employees	3
	5.3	Number of Awards	3
	5.4	Form of Offer	3
	5.5	Information contained in Offer Document	3
	5.6	Issue Price, Exercise Price and Net Settlement	5
	5.7	Terms	5
	5.8	Exercise Price and Issue Price in Australian dollars	5
	5.9	Offer personal	6
	5.10	Nominated Party	6
	5.11	Trustee	6
6	Application for Awards		6
	6.1	Acceptance of Offer	6
	6.2	Partial acceptance of Offer	7
	6.3	Lapse of Offer	7
	6.4	Withdrawal of Offer prior to acceptance	7

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7	Issue or transfer of Shares	Issue or transfer of Shares	7
	7.1	Acceptance by Eligible Employee	7
	7.2	Acceptance by Company	7
	7.3	Clearance of Issue Price	8
	7.4	Shares to rank equally	8
8	Share	Vesting Conditions	8
	8.1	Conditions	8
	8.2	Compliance by Participant	8
	8.3	No hedging	8
	8.4	Refusal to register transfer	8
	8.5	Retention of Holding Statements	9
	8.6	Waiver	9
	8.7	Vesting	9
	8.8	Shares cease to be subject to Shares Vesting
		Conditions	9
	8.9	Notification upon request by Participant	9
	8.10	Trading of Vested Shares	9
9	Forfeiture of Shares		10
	9.1	Forfeiture of Unvested Shares	10
	9.2	Treatment of Forfeited Shares	10
	9.3	Effect of forfeiture	10
	9.4	Conditions on forfeiture	11
10	Voting rights and dividends of Shares		11
11	Rights issues and bonus issues		11
12	Capital reconstructions		11
13	Issue of Options or Performance Rights		11
	13.1	Acceptance by Eligible Employee	11
	13.2	Acceptance by Company	12
	13.3	Certificates	12
	13.4	Interest in Shares	12

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14	Exercise of Options and Performance Rights	12
	14.1 Exercise	12
	14.2 Adjustment to terms of Exercise	13
	14.3 Exercise of Options or Performance Rights	13
	14.4 Performance Right Exercise Structure	13
	14.5 One or several parcels	14
	14.6 Vesting	14
	14.7 Cash or equity settlement	14
	14.8 Issue of Shares	15
	14.9 Agrees to become a member	15
	14.10 Equal rank	15
15	Lapse of Options and Performance Rights	15
	15.1 Lapse of Options or Performance Rights	15
	15.2 On lapsing	15
16	Dealings with Options and Performance Rights	16
	16.1 No Dealing	16
	16.2 No hedging	16
17	Participation rights in new issues, reorganisations of capital
	and winding up	16
	17.1 Application of this Rule	16
	17.2 New issues	16
	17.3 Pro rata issues	17
	17.4 Bonus issues	17
	17.5 Reorganisation of capital	17
	17.6 Winding up	17
	17.7 Fractions of Shares	17
	17.8 Calculations and adjustments	18
	17.9 Notice of adjustments	18
	17.10 Accumulation of adjustments	18
18	Cessation of employment	18

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	18.1 Bad Leaver	18
	18.2 Good Leaver	18
	18.3 Board discretion	19
19	Change of Control Event	19
	19.1 Change of Control Event	19
	19.2 Notice to Participants	20
20	Breach, fraud or misconduct	20
21	Clawback	20
22	Withholding	21
	22.1 Equity settlement	21
	22.2 Cash settlement	21
23	Amendments of Rules	21
24	Administration of Plan	22
25	Rights of Eligible Employees	22
26	Attorney	22
27	Provisions relating to U.S. Eligible Employees	22
	27.1 Restricted securities	22
	27.2 US Tax Considerations	23
28	ASIC relief	23
29	Notices	23
30	Governing Law	23
	Dictionary	24

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1 Defined terms and interpretation

1.1 Definitions in the Dictionary

A term or expression starting with a capital letter:

• (a) which is defined in the Dictionary in Schedule 1 ( Dictionary ), has the meaning given to it in the Dictionary;

• (b) which is defined in the Corporations Act, but is not defined in the Dictionary, has the meaning given to it in the Corporations Act; and

• (c) which is defined in the GST Law, but is not defined in the Dictionary or the Corporations Act, has the meaning given to it in the GST Law.

1.2 Interpretation

The interpretation clause in Schedule 1 ( Dictionary ) sets out rules of interpretation for this deed.

2 Purpose

The purpose of the Plan is to:

• (a) assist in the reward, retention and motivation of Eligible Employees;

• (b) link the reward of Eligible Employees to performance and the creation of Shareholder value;

• (c) align the interests of Eligible Employees more closely with the interests of Shareholders by providing an opportunity for Eligible Employees to receive an equity interest in the form of Awards;

• (d) provide Eligible Employees with the opportunity to share in any future growth in value of the Company; and

• (e) provide greater incentive for Eligible Employees to focus on the Company’s longer term goals.

3 Commencement

The Plan will commence on a date determined by resolution of the Board or otherwise with effect from the first date that the Board approves the making of grants under the Plan.

4 Principal conditions

4.1 Compliance with laws

Notwithstanding the Rules or the terms of any Award, no Award may be offered, issued or exercised, and no Share may be issued pursuant to the exercise of Options or Performance Rights under the Plan:

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• (a) if to do so:

• (i) would contravene the Corporations Act, the Class Order (where the Class Order is being relied on), the Listing Rules or any other Applicable Law; or

• (ii) would contravene the local laws or customs of an Eligible Employee’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical or unreasonably onerous; or

• (b) to any person referred to in Listing Rule 10.14 (which includes a Director) without Shareholder Approval (other than where an exception applies).

4.2 No prohibited financial assistance

No person may, whether directly or indirectly, provide financial assistance that is prohibited by the Corporations Act to an Eligible Employee for the purposes of, or in connection with, the acquisition or exercise of Awards under the Plan.

4.3 Plan limit

• (a) Where an Offer is made under the Plan in reliance on the Class Order, the Board must, at the time of making the Offer, have reasonable grounds to believe that the total number of Shares (or, in respect of Options or Performance Rights, the total number of Shares which would be issued if those Options or Performance Rights were exercised and new Shares issued on exercise of those Options or Performance Rights) will not exceed 5% of the total number of Shares on issue when aggregated with the number of Shares issued or that may be issued as a result of:

• (i) Offers made at any time during the previous three year period under the Plan;

• (ii) any other offers made under an employee incentive scheme covered by the Class Order made at any time during the previous three year period; or

• (iii) an ASIC exempt arrangement of a similar kind to an employee incentive scheme,

( 5% Limit ).

• (b) For the avoidance of doubt, Offers that are not made in reliance on the Class Order or other ASIC class order or case-by-case relief are not included in the 5% Limit calculation, for example:

• (i) an Offer to a person situated at the time of receipt of the Offer outside Australia;

• (i) an Offer that did not need disclosure to investors because of section 708 of the Corporations Act;

• (ii) an Offer that did not require the giving of a product disclosure statement because of section 1012D of the Corporations Act; or

• (iii) an Offer made under a disclosure document or product disclosure statement.

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• (c) The 5% Limit shall be subject to adjustment (including removal) or increase as may be permitted by Applicable Law.

4.4 Quotation

Options and Performance Rights will not be quoted on ASX. However, application will be made to ASX for official quotation of any Shares issued for the purposes of the Plan, including pursuant to the exercise of Options and Performance Rights, to the extent required by Listing Rule 2.4 if the Company’s Shares are listed on ASX at that time.

4.5 Tax deferral

Unless otherwise provided in the Offer Document, subdivision 83A-C of the Income Tax Assessment Act 1997 applies to the Plan (subject to the requirements of the Income Tax Assessment Act 1997).

5 Offers

5.1 Board to make Offer

Subject to Rule 4.1, the Board, acting in its absolute discretion, may offer Awards to any Eligible Employee from time to time as determined by the Board and in exercising that discretion, may have regard to some or all of the following:

• (a) the Eligible Employee's length of service with the Group;

• (b) the contribution made by the Eligible Employee to the Group;

• (c) the potential contribution of the Eligible Employee to the Group; or

• (d) any other matter the Board considers relevant,

subject to the terms of the Awards being consistent with the Listing Rules and all other Applicable Law.

5.2 Prospective Eligible Employees

Subject to Rule 4.1, the Board, acting in its sole and absolute discretion, may offer Awards in accordance with these Rules to a person where the Offer is conditional on the person becoming an Eligible Employee.

5.3 Number of Awards

Subject to Rule 4.3, the number of Awards the subject of an Offer to an Eligible Employee will be determined by the Board in its discretion and in accordance with the Rules and Applicable Law.

5.4 Form of Offer

An Offer must be made in an Offer Document.

5.5 Information contained in Offer Document

An Offer Document must include or be accompanied by:

• (a) the name and address of the Eligible Employee to whom the Offer is made:

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• (b) the date of the Offer;

• (c) the Final Acceptance Date;

• (d) the maximum number of Awards which the Eligible Employee may apply for;

• (e) the Grant Conditions (if any) attaching to the Awards the subject of the Offer;

• (f) in respect of an Offer of Shares:

• (i) the Issue Price (if any) or the manner of determining the Issue Price (if any) of the Shares the subject of the Offer; and

• (ii) details of the Share Vesting Conditions (if any) attaching to the Shares the subject of the Offer;

• (g) in respect of an Offer of Options or Performance Rights:

• (i) the Issue Price (if any) or the manner of determining the Issue Price (if any) of the Options or Performance Rights the subject of the Offer;

• (ii) details of Option Vesting Conditions or Performance Right Vesting Conditions (if any) attaching to the Options or Performance Rights the subject of the Offer;

• (iii) the First Exercise Date of the Options or Performance Rights the subject of the Offer;

• (iv) the Last Exercise Date of the Options or Performance Rights the subject of the Offer;

• (v) in respect of Performance Rights only, the Performance Right Exercise Structure (that is, whether it will be automatically exercised on vesting or whether it must be manually exercised);

• (vi) the Exercise Price (if any) or the manner of determining the Exercise Price (if any) of the Options or Performance Rights the subject of the Offer, and the option to Net Settle the Exercise Price (if applicable);

• (h) the Vesting Period (if any) applicable to the Shares, Options or Performance Rights the subject of the Offer;

• (i) if the Participant may be restricted from trading in Vested Shares, or Shares issued or transferred on the exercise of the Options or Performance Rights ( Disposal Restrictions ), details of those Disposal Restrictions;

• (j) a prominent statement to the effect that:

• (i) any advice given by the Company in relation to Awards issued under the Plan, and Shares issued upon exercise of the Options or Performance Rights, does not take into account an Eligible Employee’s objectives, financial situation and needs; and

• (ii) the Eligible Employee should consider obtaining their own financial product advice from a person who is licensed by ASIC to give such advice;

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• (k) general information about the risks of acquiring and holding the Shares, Options or Performance Rights (and underlying Shares) the subject of the Offer;

• (l) an explanation of how an Eligible Employee could, from time to time, ascertain the market price of the Shares underlying the Options or Performance Rights;

• (m) any other specific terms and conditions applicable to the Offer;

• (n) a copy of these Rules; and

• (o) any other information that is required by Applicable Law or the Class Order.

5.6 Issue Price, Exercise Price and Net Settlement

• (a) The Issue Price (if any) in respect of a Share, Option or Performance Right and the Exercise Price (if any) in respect of an Option or Performance Right (subject to any adjustment under the Plan) is as determined by the Board at its discretion.

• (b) The Board may, in its sole discretion, provide Participants with the option to exercise their Vested Options or Vested Performance Rights by way of Net Settlement . For these purposes, a Participant will be deemed to have the option to use Net Settlement unless the Offer expressly provides that Net Settlement is not available. The net number of Resulting Shares is to be calculated in accordance with the below formula:

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where,

• (i) S means the number of Shares to be issued or transferred to the Participant;

• (ii) MV means the market value of an Ordinary Share, which is to be determined as the VWAP of an Ordinary Share for a period to be determined by the Board in its absolute discretion;

• (iii) E means the Exercise Price of the relevant Vested Performance Rights or Options; and

• (iv) OP means the number of relevant Vested Performance Rights or Options.

5.7 Terms

The terms and conditions applicable to an Offer, including the Final Acceptance Date, the First Exercise Date, the Last Exercise Date, any Grant Conditions, any Vesting Conditions any Vesting Period and any restrictions on Dealing, are as determined by the Board (in its absolute discretion).

5.8 Exercise Price and Issue Price in Australian dollars

The Issue Price (if any) in respect of a Share, Option or Performance Right and the Exercise Price (if any) in respect of an Option or Performance Right must be denominated and payable in Australian dollars, unless otherwise determined by the Board.

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5.9 Offer personal

Subject to Rule 5.10, an Offer is personal and can only be accepted by the Eligible Employee to whom the Offer is made.

5.10 Nominated Party

• (a) Upon receipt of an Offer, an Eligible Employee may, by notice in writing to the Board, nominate a Nominated Party of that Eligible Employee in whose favour the Eligible Employee wishes the Shares, Options or Performance Rights the subject of the Offer to be issued or transferred.

• (b) The Board may, in its sole and absolute discretion, decide not to permit the Shares, Options or Performance Rights the subject of an Offer to be issued or transferred to a Nominated Party without giving any reason for that decision.

• (c) If the Board decides to permit the Shares, Options or Performance Rights the subject of an Offer to be issued to a Nominated Party, the Eligible Employee will procure that the Nominated Party also agrees to be bound by the Rules.

5.11 Trustee

• (a) Upon receipt of an Offer, an Eligible Employee or Nominated Party (if relevant) may, by notice in writing to the Board nominate the Trustee (if one exists at the time) in whose favour the Eligible Employee or Nominated Party (if relevant) wishes the Shares, or the Shares upon exercise of Options or Performance Rights, the subject of the Offer to be issued or transferred. If the Eligible Employee nominates the Trustee in accordance with this clause 5.11(a), the Board must issue such Shares to the Trustee.

• (b) The Board may, in its sole and absolute discretion, use an employee share trust or other mechanism to hold Shares for Participants under the Plan and deliver Shares to Participants upon the grant of Shares or the exercise of Options or Performance Rights.

• (c) The Company will procure that the Trustee is bound by the Rules.

6 Application for Awards

6.1 Acceptance of Offer

• (a) Subject to Rule 6.1(b), an Eligible Employee may accept the Offer by giving to the Company an Application (and in the case of an Offer of Awards that have an Issue Price, payment of the Issue Price) by the Final Acceptance Date. In the Application, the Eligible Employee may apply for the Awards the subject of the Offer to be issued or transferred to the Eligible Employee or a Nominated Party (if approved by the Board in accordance with Rule 5.10) or the Trustee.

• (b) An Eligible Employee may not accept an Offer, and an Application will not be accepted if, at the date the Application would otherwise be accepted:

• (i) the Eligible Employee is not an Employee;

• (ii) the Eligible Employee has given notice of his or her resignation as an Employee; or

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• (iii) the Eligible Employee has been given notice of termination of employment as an Employee.

• (c) The Board in its sole and absolute discretion can refuse to allow an Eligible Employee to participate in the Plan even though an Application is received from the Eligible Employee in accordance with Rule 6.1(a).

6.2 Partial acceptance of Offer

An Eligible Employee may accept an Offer in whole or in part, in multiples of 100 Shares, Options or Performance Rights, or such other multiple of Shares, Options or Performance Rights as the Board may permit for the Eligible Employee.

6.3 Lapse of Offer

An Offer that is not accepted in accordance with Rule 6.1 will lapse at 5.00pm (Sydney time) on the Final Acceptance Date.

6.4 Withdrawal of Offer prior to acceptance

The Board reserves the right (subject to any Applicable Law) to withdraw an Offer made to an Eligible Employee, provided that the Offer has not yet been accepted in accordance with Rule 6.1.

7 Issue or transfer of Shares

7.1 Acceptance by Eligible Employee

By accepting an Offer for Shares in accordance with Rule 6.1, the Eligible Employee and the Nominated Party or the Trustee (as and if applicable) will be taken to have:

• (a) agreed to become a Participant bound by these Rules;

• (b) irrevocably offered to acquire Shares:

• (i) under, and subject to, these Rules; and

• (ii) on and subject to the terms and conditions of the Offer; and

• (c) agreed to become a Shareholder of the Company and be bound by the Constitution upon the issue or transfer of Shares to the Participant.

7.2

Acceptance by Company

• (a) Subject to the terms and conditions included in an Offer, the Company will register that number of Shares set out in the Application in the name of the relevant Eligible Employee or Nominated Party or Trustee (as and if applicable). Nothing in any Offer or Application, or in these Rules, will be taken to confer on any Eligible Employee or Nominated Party or Trustee (as and if applicable) any right or title to or interest in, any Shares until the Shares are so registered.

• (b) The Company will give notice, or cause notice to be given (including via a Holding Statement), to a Participant (or any person authorised to receive such notice on the Participant's behalf), in accordance with the Listing Rules, of the registration in the Participant's name of Shares issued or transferred under the Plan, including information on the following:

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• (i) the number of Shares issued or transferred to the Participant;

• (ii) the date of issue or transfer of those Shares;

• (iii) the Share Vesting Conditions (if any) attaching to the Shares;

• (iv) the Vesting Period (if any) applicable to the Shares; and

• (v) any other specific terms and conditions applicable.

7.3 Clearance of Issue Price

The Company is not obliged to issue or procure the transfer of the Shares to the Participant until payment of the Issue Price (if any) is received by the Company in cleared funds.

7.4 Shares to rank equally

Unless otherwise determined by the Board at the time of an Offer, all Shares issued pursuant to the Offer will rank equally with existing Shares on and from their date of issue.

8 Share Vesting Conditions

8.1 Conditions

The Board may offer Shares with such conditions relating to the Dealing or forfeiture of the Shares as determined by the Board from time to time.

8.2 Compliance by Participant

Each Participant undertakes to:

• (a) only Deal in the Shares as permitted by the Share Vesting Conditions (if any); and

• (b) observe all Share Vesting Conditions attached to the Shares issued to them.

8.3 No hedging

If restricted by Applicable Law, a Participant may not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to any Unvested Shares.

8.4 Refusal to register transfer

• (a) Subject to the Listing Rules, the Company must refuse to register a paper-based transfer, and must apply or cause to be applied a Holding Lock to prevent a transfer, of any Shares to which Share Vesting Conditions attach, and the Board on behalf of the Company may take any other steps that it considers necessary or appropriate, to enforce and give effect to any Dealing restrictions under the Share Vesting Conditions.

• (b) Each Participant irrevocably authorises the Board on behalf of the Company to apply a Holding Lock to any Shares to which Share Vesting Conditions attach held by that Participant.

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8.5 Retention of Holding Statements

Until any Share Vesting Conditions for a Share (including in relation to any Dealing) are satisfied, if required by the Company, the Company may retain the Holding Statements in relation to the Share and any Shares issued with respect to the Share under a bonus or rights issue. The Company will promptly deliver any Holding Statements in relation to a Share which it holds to the Participant on the satisfaction of all Share Vesting Conditions for the Share (including in relation to any Dealing) imposed under Rule 8.1.

8.6 Waiver

The Board may, at its discretion, by notice to the Participant reduce or waive the Share Vesting Conditions attaching to Unvested Shares in whole or in part at any time and in any particular case, which may be subject to Shareholder Approval.

8.7 Vesting

If the grant or offer of Shares is subject to Share Vesting Conditions, the Company must give a Participant a Vesting Notice upon the Share Vesting Conditions relating to the Shares issued (or transferred) to the Participant having been satisfied, or waived by the Board.

8.8 Shares cease to be subject to Shares Vesting Conditions

On the earliest of:

• (a) a determination by the Board that any Share Vesting Conditions have been satisfied, reached or met; and

• (b) the Board making a determination to waive any applicable Share Vesting Conditions under Rule 8.6,

then:

• (c) the relevant Shares become Vested Shares and cease to be subject to the restrictions under this Rule 8 and the forfeiture provisions under Rule 9 (except to the extent provided for by Rule 21); and

• (d) the Board must, as soon as reasonably practicable, lift the Holding Lock in respect of the relevant Shares and must notify the holder of the Shares that the Holding Lock has been lifted.

8.9 Notification upon request by Participant

The Company must, if requested, notify the holder of the Shares of the particular time when the Holding Lock was lifted under Rule 8.8.

8.10 Trading of Vested Shares

For the avoidance of doubt, a Participant may not Deal with a Vested Share if it is a Restricted Vested Share.

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9 Forfeiture of Shares

9.1 Forfeiture of Unvested Shares

If a Participant (or the Trustee on behalf of the Participant) holds any Unvested Shares, the Participant's ownership of those Unvested Shares will be forfeited by the Participant (or any person claiming through the Participant) or the Trustee (if relevant) to the Company (or otherwise as directed by the Board) on the earliest of:

• (a) the Board determining that any Share Vesting Condition applicable to the Unvested Shares has not been satisfied, reached or met in accordance with its terms or is not capable of being satisfied, reached or met;

• (b) the Unvested Shares being forfeited in accordance with Rule 18;

• (c) the Unvested Shares being forfeited in accordance with Rule 19;

• (d) the Unvested Shares being forfeited in accordance with Rule 20; or

• (e) unless the Board determines otherwise:

• (i) the Participant purporting to Deal in the Unvested Shares in breach of the Share Vesting Conditions attaching to those Unvested Shares, other than as permitted under these Rules;

• (ii) the Board providing written notice under Rule 21(a); or

• (iii) the Participant purporting to enter into any arrangement in respect of the Unvested Shares in breach of Rule 8.3.

9.2 Treatment of Forfeited Shares

• (a) As soon as reasonably practicable after Forfeited Shares are forfeited, the Company must:

• (i) sell those Forfeited Shares in the ordinary course of trading on the stock market of the ASX;

• (ii) buy-back and cancel the Forfeited Shares; or

• (iii) deal with the Forfeited Shares in any other manner determined by the Board from time to time (including by way of an employee share trust in operation from time to time).

• (b) For the avoidance of doubt, the Company will hold full legal and beneficial title to any Forfeited Shares which are transferred to the Company pursuant to any power of attorney granted by a Participant at all times until those Forfeited Shares are disposed of by the Company.

9.3 Effect of forfeiture

For the avoidance of doubt, no consideration or compensation will be payable to a Participant for or in relation to the forfeiture by the Participant of ownership of Shares held under the Plan.

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9.4 Conditions on forfeiture

In making any determination as to the forfeiture or otherwise of the ownership of Shares or other entitlements under Rule 9 the Board may impose any conditions that it thinks fit.

10 Voting rights and dividends of Shares

• (a) Unless otherwise resolved by the Board when it makes an Offer, and subject to the terms of issue of the relevant Shares, a Participant is entitled to notice of a meeting of the Shareholders of the Company and may exercise (whether in person or by proxy) any voting rights attaching to the Shares registered in the Participant's name which were the subject of the Offer.

• (b) The Board may determine, at the time of an Offer of Shares to a Participant, whether the Participant is entitled to all dividends declared or paid on Unvested Shares (including whether any such dividends are to be held in escrow until the Shares are fully vested).

11 Rights issues and bonus issues

• (a) Subject to clause 11(b), unless otherwise resolved by the Board when it makes an Offer, a Participant who holds the Shares issued pursuant to the Offer has the same entitlement as any other Shareholder in the Company to participate in any rights issue or bonus issue, provided however, if the Shares held by the Participant are subject to any Share Vesting Conditions or any restrictions on sale imposed under Rule 8.1, any shares issued to a Participant under the rights issue or bonus issue will be subject to these Rules and deemed to have the same Share Vesting Conditions and restrictions attached as if those shares were Shares issued under the Offer made to the Participant.

• (b) If the Shares are held by the Trustee on behalf of a Participant, in order for the Participant to participate in any rights issue or bonus issue (through the Trustee), such Shares held by the Trustee must be, at the date of the rights issue or bonus issue, allocated to a Participant and not be subject to any Share Vesting Conditions.

12 Capital reconstructions

In the event of a capital reconstruction, subject to any provision in the Listing Rules, the Board may adjust any or all of the number of Shares issued pursuant to the Offer to a Participant as the Board deems appropriate.

13 Issue of Options or Performance Rights

13.1 Acceptance by Eligible Employee

By accepting an Offer in accordance with Rule 6.1, the Eligible Employee and the Nominated Party (if applicable) will be taken to have:

• (a) agreed to become a Participant bound by these Rules;

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• (b) irrevocably offered to acquire the Shares, Options or Performance Rights (and the Shares upon the exercise of Options or Performance Rights which, if applicable, be held by the Trustee on behalf of the Participant) the subject of the Offer:

• (i) under, and subject to, these Rules; and

• (ii) on and subject to the terms and conditions of the Offer.

13.2 Acceptance by Company

Unless provided for otherwise in an Offer, the Company will be deemed to have accepted an Eligible Employee’s Application upon the issue to the Eligible Employee (or Nominated Party, if applicable), of the Awards the subject of the Application, and the notification to the Eligible Employee and Nominated Party (if applicable) of the issue of the Awards (including via the issue of a Certificate). Nothing in any Offer or Application, or in these Rules, will be taken to confer on any Eligible Employee or Nominated Party (if applicable) any right or title to or interest in, any Awards until they have been issued and notice is provided.

13.3 Certificates

The Company must give a Participant a Certificate in respect of Options and Performance Rights issued to them.

13.4 Interest in Shares

A Participant has no right or interest in a Share the subject of an Option or Performance Right held by the Participant unless and until the Option or Performance Right is exercised and the Share is issued or transferred to the Participant or the Trustee to be held on behalf of the Participant. Nor does the holder of an Option or Performance Right have any rights to dividends, rights to vote or rights to the capital of the Company as a Shareholder as a result of holding an Option or a Performance Right. Subject to the Corporations Act and the Constitution, a Participant will not, as a holder of an Option or a Performance Right, have any right to attend to vote at general meetings of holders of Shares.

14 Exercise of Options and Performance Rights

14.1 Exercise

• (a) Subject to Rules 4.1, 14.2 and 18, a Participant will be entitled to exercise:

• (i) an Option if any Option Vesting Conditions have been satisfied or waived;

• (ii) a Performance Right if any Performance Right Vesting Conditions have been satisfied or waived; and

• (iii) it is otherwise capable of exercise in accordance with the terms of the relevant Offer and the Rules.

• (b) Once an Option or Performance Right is capable of exercise in accordance with this Rule 14.1, it may be exercised at any time up until 5.00 pm (Sydney time) on the Last Exercise Date, subject to these Rules.

• (c) For the purposes of Rules 14.3, 14.4, 14.7 and 14.8, if either the date of exercise of the Vested Option or Performance Right or the date that the Resulting Shares

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would be issued to the Participant would fall outside of an Exercise Interval, the Participant will be deemed to have exercised the Vested Option or Performance Right on the first Business Day of the next Exercise Interval.

14.2 Adjustment to terms of Exercise

• (a) The Board will have the power to make adjustments to or vary the terms of exercise of an Option or a Performance Right, including reducing or waiving the Option Vesting Conditions attaching to Options or Performance Rights Vesting Conditions attaching to Performance Rights in whole or in part at any time and in any particular case. Any proposed variation or adjustment will be subject to any requirements of the Corporations Act and/or the Listing Rules (including shareholder approval).

• (b) No adjustment or variation of the terms of exercise of an Option or a Performance Right will be made without the consent of the Participant who holds the relevant Option or Performance Right if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of his or her outstanding Options or Performance Rights), other than an adjustment or variation introduced primarily:

• (i) for the purpose of complying with or conforming to present or future Applicable Law governing or regulating the maintenance or operation of the Plan or like plans;

• (ii) to correct any manifest error or mistake; or

• (iii) to enable a member of the Group to comply with the Corporations Act, the Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body.

14.3 Exercise of Options or Performance Rights

Subject to Rules 5.6(b) and 14.4, Options or Performance Rights granted to a Participant may only be exercised by delivery to the Company Secretary (at a time when the Options or Performance Right may be exercised) of:

• (a) the Certificate for the Options or Performance Rights or, if the Certificate for the Options or Performance Rights has been lost or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the Certificate has been lost or destroyed (limited to the maximum value of the Participant’s Options or Performance Rights);

• (b) a Notice of Exercise signed by the Participant; and

• (c) payment to the Company of an amount in cleared funds equal to the Exercise Price multiplied by the number of Options or Performance Rights which are being exercised unless there is no Exercise Price payable in respect of the Options or Performance Rights to be exercised.

14.4 Performance Right Exercise Structure

• (a) In the Board’s sole discretion, after all Performance Right Vesting Conditions have been satisfied or waived, a Performance Right may be either:

• (i) exercised by the Participant in accordance with Rule 14.3; or

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• (ii) automatically exercised without requiring any further action by the Participant,

( Performance Right Exercise Structure ).

• (b) The Performance Right Exercise Structure must be specified in the Offer Document.

14.5 One or several parcels

Subject to Rule 14.1, Options or Performance Rights may be exercised in one or more parcels of any size, provided that the number of Shares issued upon exercise of the number of Options or Performance Rights in any parcel is not less than a Marketable Parcel.

14.6 Vesting

If the grant or offer of Options or Performance Rights is subject to Option Vesting Conditions or Performance Right Vesting Conditions respectively, the Company must give a Participant a Vesting Notice upon the Option Vesting Conditions relating to the Options Vesting Conditions or the Performance Right Vesting Conditions relating to the Options or Performance Rights issued (or transferred) to the Participant having been satisfied, or waived by the Board.

14.7 Cash or equity settlement

• (a) Without limiting clause 5.6(b) where it applies to a particular Participant, following the exercise of an Option or Performance Right, the Company must either, at the election of the Board and provided that the Offer contains the term:

• (i) allocate to, or procure the transfer to or for the benefit of, the Participant the number of Shares that relate to each vested Performance Right or Option exercised (after taking into account any Net Settlement, where applicable); and/or

• (ii) make a cash payment of an amount equivalent to the “Market Value” of a Share in full satisfaction of the vested Option or Performance Right (less any Exercise Price in respect of the Option or Performance Right),

at which time the Option or Performance Right will automatically lapse.

• (b) For the purposes of clause 14.7(a)(ii), the “Market Value” of a Share will be determined as the VWAP of an Ordinary Share for a period to be determined by the Board in its absolute discretion.

• (c) The amount in clause 14.7(a)(ii), will be paid in cleared funds to or on behalf of the Participant less any Tax required to be withheld and inclusive of any Super Amount.

• (d) The Board may make a decision for the purposes of clause 14.7(a), by notice to the relevant Participant, upon or in advance of any exercise of Options or Performance Rights, and in relation to some or all of the Options or Performance Rights which may vest from time to time or within a specified period (and, for the avoidance of doubt, on a per Option or Performance Right basis).

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14.8 Issue of Shares

If the items specified in Rule 14.3 are delivered in accordance with that Rule, the Company will, subject to Rule 4.1 and the Listing Rules (if relevant):

• (a) within 15 Business Days of delivery of the documents referred to in Rule 14.3:

• (i) issue to the Participant; or

• (ii) transfer from the Trustee to the Participant,

the Shares credited as being fully paid in respect of which the Options or Performance Rights are exercised together with any additional Shares an entitlement to which has arisen under Rule 17 in consequence of the exercise of the Options or Performance Rights; and

• (b) cancel the Certificate delivered pursuant to Rule 14.3(a) and, if any Options or Performance Rights held by the Participant have not lapsed and remain unexercised, deliver to the Participant a replacement Certificate reflecting the number of those Options or Performance Rights which remain unexercised.

14.9 Agrees to become a member

Upon issue or transfer of Shares under the Plan, a Participant agrees to become a member of the Company and be bound by the Constitution.

14.10 Equal rank

A Share issued or transferred on exercise of an Option or Performance Right will rank equally in all respects with Shares already on issue on the date of issue of the Shares, except for entitlements which had a record date before the date of issue or transfer of that Share.

15 Lapse of Options and Performance Rights

15.1 Lapse of Options or Performance Rights

Unless otherwise specified in the Options Vesting Conditions, or Performance Right Vesting Conditions or determined otherwise by the Board an Option or a Performance Right lapses on the earlier of:

• (a) the Board determining that any Option Vesting Condition applicable to the Option or any Performance Right Vesting Condition applicable to the Performance Right has not been satisfied, reached or met in accordance with its terms or is not capable of being satisfied, reached or met;

• (b) the day immediately following the Last Exercise Date; or

• (c) the Option or Performance Right lapsing in accordance with Rule 18, 19 or 20.

15.2 On lapsing

Where a Participant’s Options or Performance Rights have lapsed under Rule 15.1:

• (a) all rights of a Participant under the Plan in respect of those Options or Performance Rights are forfeited; and

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• (b) the Company will:

• (i) notify the Participant that the Options or Performance Rights have lapsed;

• (ii) cancel the Options or Performance Rights;

• (iii) if only part of the Options or Performance Rights covered by a Certificate have lapsed, issue a Certificate stating the remaining number of Options or Performance Rights held by the Participant that have not lapsed; and

• (iv) not be liable for any damages or other amounts to the Participant in respect of the Options or Performance Rights.

16 Dealings with Options and Performance Rights

16.1 No Dealing

• (a) A Participant may not engage in any Dealing with any Options or Performance Rights issued under the Plan, unless:

• (i) the prior consent of the Board is obtained, which consent may impose such terms and conditions on such assignment, transfer, novation, encumbrance or disposal as the Board sees fit in its sole and absolute discretion; or

• (ii) such assignment or transfer occurs by force of law upon the death of a Participant to the Participant's legal personal representative.

• (b) Unless otherwise decided by the Board, where a Participant purports to Deal with an Option or Performance Right other than in accordance with Rule 16.1(a), the Option or Performance Right immediately lapses.

16.2 No hedging

If restricted by Applicable Law, or if specified in the terms of the Offer, a Participant may not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to any Options or Performance Rights.

• 17 Participation rights in new issues, reorganisations of capital and winding up

17.1 Application of this Rule

This Rule 17 applies to Participants who hold Options or Performance Rights that they have not yet exercised and which have not lapsed.

17.2 New issues

• (a) Participants holding Options or Performance Rights are not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:

• (i) they have become entitled to exercise their Options or Performance Rights under the Plan; and

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• (ii) they exercise their Options or Performance Rights and receive Shares before the record date for the determination of entitlements to the new issue of securities and participate as a holder of Shares.

• (b) In accordance with the Listing Rules, the Company will give Participants notice of any new issue of securities before the record date for determining entitlements to the new issue unless, in the absolute discretion of the Board, the giving of such notice is impracticable.

17.3 Pro rata issues

If the Company makes a pro rata issue of Shares (except a bonus issue) to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of an Option or Performance Right before the record date for determining entitlements to the pro rata issue, the Exercise Price of the Option or Performance Right will be reduced according to the formula specified in the Listing Rules.

17.4 Bonus issues

If the Company makes a bonus issue of Shares to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of an Option or Performance Right before the record date for determining entitlements to the bonus issue, then the number of underlying Shares over which the Option or Performance Right is exercisable will be increased by the number of Shares which the Participant would have received if the Participant had exercised the Option or Performance Right before the record date for the bonus issue. No adjustment will be made to the Exercise Price.

17.5 Reorganisation of capital

If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of a Participant (including the number of Options or Performance Rights to which each Participant is entitled and the Exercise Price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

17.6 Winding up

If a resolution for a members’ voluntary winding up of the Company is proposed (other than for the purpose of a reconstruction or amalgamation) the Board may, in its absolute discretion, give written notice to Participants of the proposed resolution. Subject to the Option Vesting Conditions or Performance Right Vesting Conditions, the Participants may, during the period referred to in the notice, exercise their Options or Performance Rights.

17.7 Fractions of Shares

For the purposes of this Rule 17, if Options or Performance Rights are exercised simultaneously, then the Participant may aggregate the number of Shares or fractions of Shares for which the Participant is entitled to subscribe. Fractions in the aggregate number only will be disregarded in determining the total entitlement of a Participant.

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17.8 Calculations and adjustments

Any calculations or adjustments which are required to be made under this Rule 17 will be made by the Board and, in the absence of manifest error, are final and conclusive and binding on the Company and the Participant.

17.9 Notice of adjustments

Whenever the number of Shares underlying an Option or Performance Right or the Exercise Price is adjusted pursuant to these Rules, the Company will give notice of the adjustment to the Participant and the ASX together with the calculations on which the adjustment is based.

17.10 Accumulation of adjustments

Effect will be given to this Rule 17 in such manner that the effect of the successive application of this Rule 17 will be cumulative, with the intention being that the adjustments that it progressively effects will reflect previous adjustments.

18 Cessation of employment

18.1 Bad Leaver

Subject to clause 18.3, if an Eligible Employee who is a Participant or has nominated a Nominated Party to receive Unvested Shares, Options or Performance Rights under the Plan ceases to be an Employee due to:

• (a) resignation (other than due to a Special Circumstance);

• (b) dismissal for cause or poor performance; or

• (c) any other circumstances (other than due to a Special Circumstance) determined by the Board to constitute a Bad Leaver,

( Bad Leaver ) then, subject to compliance with the Listing Rules and the Corporations Act:

• (d) any Unvested Shares held by the Participant will be forfeited by the Participant in accordance with Rule 9;

• (e) any Unvested Options or Unvested Performance Rights held by the relevant Participant will immediately lapse in accordance with Rule 15; and

• (f) any Vested Options or Vested Performance Rights that have not been exercised will lapse in accordance with Rule 15 on the date the Relevant Person ceases to be an Employee.

18.2 Good Leaver

Subject to clause 18.3, if an Eligible Employee who is a Participant or has nominated a Nominated Party to receive Unvested Shares, Options or Performance Rights under the Plan ceases to be an Employee due to a Special Circumstance or otherwise for reasons other than as a Bad Leaver ( Good Leaver ):

• (a) all Unvested Shares held by the Participant will be forfeited by the Participant in accordance with Rule 9;

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• (b) all Unvested Options or Unvested Performance Rights held by the relevant Participant will lapse in accordance with Rule 15; and

• (c) all Vested Options or Vested Performance Rights that have not been exercised will continue in force and remain exercisable until the Last Exercise Date.

18.3 Board discretion

• (a) If an Eligible Employee who:

• (i) is a Participant; or

• (ii) has nominated a Nominated Party to receive Unvested Shares, Options or Performance Rights under the Plan,

ceases to be an Employee during the Vesting Period, notwithstanding the provisions of Rule 18.1 or 18.2, the Board may, subject to compliance with the Listing Rules and the Corporations Act (which may require Shareholder Approval), determine to treat any Unvested Shares, Options or Performance Rights held by the relevant Participant in any way other than in the manner set out in Rule 18.1 or 18.2, if the Board determines that the relevant circumstances warrant such treatment.

• (b) The Company must, within 14 days of the Board making a determination as to how to treat any Unvested Shares, Options or Performance Rights in accordance with Rule 18.3(a):

• (i) give notice to the Participant affected by the determination of the effect of the determination on the remaining Unvested Shares, Options or Performance Rights held by the Participant; and

• (ii) issue a replacement Certificate for the Unvested Shares, Options or Performance Rights to the extent that the details set out in the Certificate require amendment as a result of the determination.

19 Change of Control Event

19.1 Change of Control Event

If a Change of Control Event occurs, the Board may in its sole and absolute discretion, and subject to the Listing Rules determine how Unvested Shares, Unvested Options or Unvested Performance Rights held by a Participant will be treated, including but not limited to:

• (a) determining that Unvested Shares, Unvested Options or Unvested Performance Rights (or a portion of Unvested Shares, Unvested Options or Performance Rights) will vest and become immediately exercisable with such vesting deemed to have taken place immediately prior to the effective date of the Change of Control Event, regardless of whether or not the employment, engagement or office of the Participant is terminated or ceases in connection with the Change of Control Event; and/or

• (b) reducing or waiving any of the Share Vesting Conditions, Option Vesting Conditions or Performance Right Vesting Conditions attaching to those Unvested Shares, Unvested Options or Unvested Performance Rights in accordance with Rule 8.6 or Rule 14.2.

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19.2 Notice to Participants

Whether or not the Board determines to accelerate the vesting of any Shares, Options or Performance Rights, the Company shall give written notice of any proposed Change of Control Event to each Participant.

20 Breach, fraud or misconduct

If the Board determines that a Participant (or an Eligible Employee who has nominated a Nominated Party to receive Shares, Options or Performance Rights under the Plan) at any time:

• (a) has been dismissed or removed from office for a reason which entitles a Group Company to dismiss the Participant (or Eligible Employee) without notice;

• (b) has been convicted on indictment of an offence against the Corporations Act in connection with the affairs of a Group Company;

• (c) has had a judgement entered against him or her in civil proceedings in respect of the contravention by the Participant (or Eligible Employee) of his or her duties at law, in equity or under statute in his or her capacity as an executive or Director of a Group Company;

• (d) has committed an act of fraud, defalcation or gross misconduct in relation to the affairs of that body corporate (whether or not charged with an offence);

• (e) is in material breach of any of his or her duties or obligations to a Group Company; or

• (f) has done an act which brings a Group Company into disrepute,

the Board may determine that:

• (g) all Unvested Shares held by the relevant Participant will be forfeited by the Participant in accordance with Rule 9;

• (h) all Options or Performance Rights held by the relevant Participant will lapse in accordance with Rule 15.

21 Clawback

If the Board becomes aware of a material misstatement in the Company’s financial statements or some other event has occurred which, as a result, means that the Share Vesting Conditions, Option Vesting Conditions or Performance Right Vesting Conditions in respect of certain Vested Shares, Vested Options or Vested Performance Rights were not, or should not have been determined to have been, satisfied, then the Participant will cease to be entitled to those Vested Shares ( Affected Shares ), Vested Options ( Affected Options ) or Vested Performance Rights ( Affected Performance Rights ) and the Board may:

• (a) by written notice to the Participant cancel the relevant Affected Options or Affected Performance Rights for no consideration or determine that the Affected Shares are Forfeited Shares for the purposes of Rule 9;

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• (b) by written notice to the Participant require that the Participant pay to the Company the after tax value of the Affected Shares or Affected Options or Affected Performance Rights (and which have been converted into Shares), with such payment to be made within 30 Business Days of receipt of such notice; or

• (c) adjust fixed remuneration, incentives or participation in this Plan of a relevant Participant in the current year or any future year to take account of the after tax value of the Affected Shares, Affected Options or Affected Performance Rights.

22 Withholding

22.1 Equity settlement

Without limiting the amounts which may be deducted or withheld under applicable laws, where Awards are exercised and the Resulting Shares are to be delivered, the Company may:

• (a) require the Participant to reimburse the Company for any Tax which the Company is required to withhold or any superannuation amount which the Company is required to withhold but does not so withhold in relation to such Awards and/or Resulting Shares;

• (b) sell on behalf of the Participant the number of Resulting Shares required to provide the funds required to be withheld on account of Tax or superannuation;

• (c) with the prior agreement of the Participant sell on behalf of the Participant the number of Resulting Shares required to provide the funds required for the Exercise Price relating to the exercised Awards; and/or

• (d) raise the amount required to be either withheld on account of Tax or superannuation, or in relation to Exercise Price (if any) relating to the exercised Awards through any combination of the methods in paragraph (a) to (c).

22.2 Cash settlement

Where the Board determines that any Awards will be cash settled pursuant to Rule 14.7(a)(ii), the cash payment to be made to the Participant will take into account the funds required:

• (a) to be withheld on account of Tax or superannuation; and/or

• (b) the Exercise Price (to the extent not already paid) relating to the exercised Awards.

23 Amendments of Rules

Subject to and in accordance with the Listing Rules (including any waiver granted under such Listing Rules), the Board (without the necessity of obtaining the prior or subsequent consent of Shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Rules in any respect whatsoever, in respect of one, a class or all Participants, by an instrument in writing (including as a schedule to the Offer Document), provided that rights or entitlements in respect of any Share, Option or Performance Right granted before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected Participant(s) is obtained.

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24 Administration of Plan

• (a) The Board may appoint for the proper administration and management of the Plan, such persons as it considers desirable and may delegate thereto such authorities as may be necessary or desirable for the administration and management of the Plan.

• (b) Subject to the provisions of the Rules, the Board may make such regulations and establish such procedures for the administration and management of the Plan as they consider appropriate.

• (c) The decision of the Board as to the interpretation, effect or application of the Rules will be final.

25 Rights of Eligible Employees

Neither participation in the Plan by a Group Company or any Eligible Employees or holders of an Award or anything contained in these Rules shall in any way prejudice or affect the right of a Group Company to dismiss any Eligible Employee or holder of an Award or to vary the terms of employment of any Eligible Employee or holder. Nor shall participation or the rights or benefits of an Eligible Employee or holder of an Award under the Rules be relevant to or used as grounds for granting or increasing damages in any action brought by an Eligible Employee or holder of an Award against a Group Company whether in respect of any alleged wrongful dismissal or otherwise.

26 Attorney

Each Participant, in consideration of an Offer:

• (a) irrevocably appoints the Company and any person nominated from time to time by the Company (each an "attorney"), severally, as the Participant's attorney to complete and execute any documents including Applications for Shares and Share transfers and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of these Rules;

• (b) covenants that the Participant will ratify and confirm any act or thing done pursuant to this power;

• (c) releases each member of the Group and the attorney from any liability whatsoever arising from the exercise of the powers conferred by this Rule; and

• (d) indemnifies and holds harmless each member of the Group and the attorney in respect thereof.

27 Provisions relating to U.S. Eligible Employees

27.1 Restricted securities

The Shares offered to Eligible Employees (or, in respect of Options or Performance Rights, the Shares which would be issued if those Options or Performance Rights are exercised) under this Plan have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or the securities laws of any

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state or other jurisdiction of the United States and, accordingly, may not be offered or sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. Such Shares, Options or Performance Rights are being offered and sold to you pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 701 under the Securities Act thereof. Accordingly, such shares are “restricted securities” (as defined in Rule 144 of the Securities Act) and cannot be resold in the United States for such time that the shares are restricted securities unless the resale is registered under the Securities Act or an exemption from registration is available. However, such shares may generally be resold outside the United States pursuant to Regulation S under the Securities Act (where neither the seller nor anyone acting on his or her behalf knows, or has reason to know, that the transaction has been pre-arranged with a person in the United States).

27.2 US Tax Considerations

Except as otherwise determined in accordance with Rule 12 or Rule 17, the exercise price of any Option granted to a Participant who is subject to United States income tax shall not be less than the market price of the underlying Shares on the date such Option is granted to such Participant.

28 ASIC relief

Notwithstanding any other provisions of the Plan, every covenant or other provision set out in an exemption or modification granted from time to time by the ASIC in respect of the Plan pursuant to its power to exempt and modify the Corporations Act and required to be included in the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan. To the extent that any covenant or other provision deemed by this Rule to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision shall prevail.

29 Notices

Any notice to Participants may be given in such manner as the Board determines.

30 Governing Law

This Plan is governed by and shall be construed and take effect in accordance with the laws of New South Wales.

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==> picture [73 x 12] intentionally omitted <==

Dictionary

1 Dictionary

In these Rules, unless the context otherwise requires, the following terms and expressions will have the following meanings:

• 5% Limit has the meaning given to it in clause 4.3(a).

Applicable Law means any one or more or all, as the context requires of:

• (a) the Corporations Act;

• (b) the Listing Rules;

• (c) the Constitution;

• (d) the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth);

• (e) any practice note, policy statement, regulatory guide, class order, declaration, guideline, policy, procedure, ruling, judicial interpretation or other guidance note made to clarify, expand or amend (a), (b), and (d) above; and

• (f) any other legal requirement that applies to the Plan.

Application means a duly completed and executed application for the issue of Shares, Options or Performance Rights made by an Eligible Employee in respect of an Offer, in the form approved by the Board from time to time.

ASIC means the Australian Securities and Investments Commission.

Associated Bodies Corporate , in relation to the Company, means:

• (a) a body corporate that is a Related Body Corporate of the Company; or

• (b) a body corporate that has voting power in the Company of not less than 20%; or

• (c) a body corporate in which the Company has voting power of not less than 20%.

ASX means the Australian Securities Exchange.

ASX Operating Rules means the ASX rules that govern the ASX and its clearing and settlement facilities.

Award means:

• (a) an Option;

• (b) a Performance Right; or

• (c) a Share,

as applicable.

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Bad Leaver has the meaning given in Rule 18.1.

Board means the board of directors of the Company.

Business Day means a day on which banks are open for general business in New South Wales, excluding Saturdays or Sundays.

Casual Employee means an individual who is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full time position with a Group Company.

Certificate means a certificate issued under Rule 13.3 in the form approved by the Board from time to time.

Change of Control Event occurs where:

• (a) an offer is made for Shares pursuant to a takeover bid under Chapter 6 of the Corporations Act and is, or is declared, unconditional; or

• (b) the Court sanctions under Part 5.1 of the Corporations Act a compromise or arrangement relating to the Company or a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (c) any other merger, consolidation or amalgamation involving the Company occurs which results in the holders of Shares immediately prior to the merger, consolidation or amalgamation being entitled to 50 per cent or less of the voting shares in the body corporate resulting from the merger, consolidation or amalgamation; or

• (d) any Group Company enters into agreements to sell in aggregate a majority in value of the businesses or assets (whether or not in the form of shares in a Group Company) of the Group to a person, or a number of persons, none of which are Group Companies; or

• (e) the Board determines in its reasonable opinion, control of the Company has or is likely to change or pass to one or more persons, none of which are Group Companies.

Class Order means ASIC Class Order 14/1000 (or any amendment to or replacement of that Class Order).

Company means SiteMinder Limited ACN 121 931 744.

Constitution means the constitution of the Company (as amended from time to time).

Contractor means:

• (a) an individual with whom a Group Company has entered into a contract for the provision of services under which the individual performs work for a Group Company; or

• (b) a company with whom a Group Company has entered into a contract for the provision of services under which an individual, who is a director of the company or their spouse, performs work for a Group Company,

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where the individual who performs the work under or in relation to the contract is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with a Group Company.

Corporations Act means the Corporations Act 2001 (Cth), as amended from time to time.

Deal or Dealing means, in relation to a Share, Option or Performance Right:

• (a) to sell, transfer, assign, novate, swap, declare a trust over, grant a Security Interest over, dispose of or otherwise alienate or deal with any legal or equitable interest in the Share, Option or Performance Right (as applicable); or

• (b) taking any steps or attempting to do any of the things set out in paragraph (a).

Disposal Restrictions has the meaning given in Rule 5.5(i).

Directors means the directors of the Company.

Eligible Employee means an Employee whom the Board determines is to be issued Awards under the Plan.

Employee means a person who is a:

• (a) full-time or part-time employee of a Group Company (including an executive director);

• (b) a non-executive director of a Group Company;

• (c) Contractor; or

• (d) Casual Employee.

Exercise Interval means a period of 10 Business Days in March, June, September and December, as determined by the Board in its sole discretion each year.

Exercise Price means the exercise price of an Option or Performance Right.

Final Acceptance Date means the final date that an Eligible Employee may accept an Offer.

First Exercise Date with respect to an Option or Performance Right means:

• (a) the date specified in an Offer or Certificate;

• (b) subject to paragraph (c), if no date is specified in an Offer or Certificate, the date of issue of the Option or Performance Right; or

• (c) the date determined under these Rules (if any).

Forfeited Shares means the Shares the ownership of which has been or is required to be (as the case maybe) forfeited under the Rules.

Good Leaver has the meaning given in Rule 18.2.

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Grant Conditions means the conditions (if any) determined by the Board and specified in the Offer which are, subject to these rules, required to be satisfied, reached or met before a Share, Option or Performance Right will be granted.

Group means the Company and its Associated Bodies Corporate and Group Company means the Company or any of its Associated Bodies Corporate.

GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Holding Lock means a mechanism arranged or approved by the Board and administered by the Company (including through its share registry) that prevents Shares being disposed of by a Participant.

Holding Statement means a statement issued by the share registry of the Company detailing a Participant’s holding of Shares.

Issue Price means the amount (if any) payable per Share, Option or Performance Right by an Eligible Employee on application for Shares, Options or Performance Rights offered under an Offer.

Marketable Parcel has the meaning given to that term in the ASX Operating Rules, as amended from time to time.

Mental Illness means, in relation to a Participant, the termination or cessation of a Relevant Person’s employment with a Group Company as a result of mental illness, as determined by the Board.

Last Exercise Date with respect to an Option or Performance Right means:

• (a) the date specified in an Offer or Certificate;

• (b) subject to paragraph (c), if no date is specified in an Offer or Certificate, the date two years after the First Exercise Date; or

• (c) the date determined under Rule 18 (if any).

Listing Rules means the official listing rules of the Australian Securities Exchange as amended from time to time.

Net Settlement has the meaning given in Rule 5.6(b) and Net Settle has a corresponding meaning.

Nominated Party means, in respect of an Eligible Employee:

• (a) an immediate family member of the Eligible Employee;

• (b) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 ) where the Eligible Employee is a director of the trustee; or

• (c) a company whose members comprise no persons other than the Eligible Employee or immediate family members of the Eligible Employee.

Notice of Exercise means a duly completed and executed notice of exercise of an Option or Performance Right in the form approved by the Board from time to time.

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Offer means an offer made to an Eligible Employee to subscribe for one or more Shares, Options or Performance Rights under the Plan.

Offer Document means an offer document that complies with Rule 5.5 and the Class Order and is otherwise in the form approved by the Board from time to time.

Option means an option granted pursuant to these Rules to subscribe for one newly issued Share upon and subject to the terms of these Rules and the terms of the Offer or, subject to any discretion conferred on the Board in the Offer, to receive a cash amount equivalent to the value of such number of Shares as determined in accordance with the Offer net of any applicable Exercise Price, on and subject to these Rules and the terms of the Offer.

Option Vesting Condition means the performance, vesting or other conditions (if any) as determined by the Board (in its absolute discretion) and set out in the Certificate or Offer which are, subject to these Rules, required to be satisfied, reached or met before an Option vests and can be exercised.

Participant means an Eligible Employee to whom Shares, Options or Performance Rights have been granted under the Plan, or if Rule 5.10 applies, a Nominated Party of the Eligible Employee to whom Shares, Options or Performance Rights have been granted under the Plan.

Performance Right means conditional right issued to a Participant under the Plan to receive a newly issued Share, subject to the terms of the Offer and these Rules [or, subject to any discretion conferred on the Board in the Offer, to receive a cash amount equivalent to the value of such number of Shares as determined in accordance with the Offer net of any applicable Exercise Price, on and subject to these Rules and the terms of the Offer].

Performance Right Exercise Structure has the meaning given in Rule 14.4.

Performance Right Vesting Condition means the performance, vesting or other conditions (if any) as determined by the Board (in its absolute discretion) and set out in the Certificate or Offer which are, subject to these Rules, required to be satisfied, reached or met before a Performance Right vests and can be exercised.

Plan means the employee equity incentive scheme established in accordance with these Rules.

Redundancy means, in relation to a Participant, the termination or cessation of a Relevant Person’s employment or office with a Group Company as a result of redundancy, as determined by the Board.

Related Body Corporate has the same meaning as in section 50 of the Corporations Act.

Relevant Person means:

• (a) in respect of an Eligible Employee, that person; and

• (b) in respect of a Nominated Party of an Eligible Employee being a Nominated Party under Rule 5.10, that Eligible Employee.

Restricted Vested Share means a Vested Share that is subject to Disposal Restrictions.

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Resulting Shares means all Shares issued, transferred or allocated to a Participant upon the valid exercise of an Award.

Rules means the rules of the Plan set out in this document.

Share means a fully paid ordinary share in the Company.

Share Vesting Conditions means the conditions (if any) determined by the Board and specified in the terms of the Offer under which a Share is offered, limiting the rights of the Participant holding the Share to Deal in the Share or which might result in forfeiture of the Share.

Shareholder means a holder of Shares.

Shareholder Approval means any prior approvals that need to be obtained from Shareholders of the Company in terms of these Rules before an action is taken or determination made under these Rules and doesn’t contemplate the concept of shareholder approval generally.

Security Interest means a mortgage, charge, pledge, lien, encumbrance or other third party interest of any nature (including the registration and/or perfection of that security interest under the Personal Property Securities Act 2009 (Cth)).

Special Circumstances means with respect to a Participant:

• (a) Total and Permanent Disablement;

• (b) Mental Illness;

• (c) Redundancy; or

• (d) the death, or terminal illness, of the Relevant Person.

Tax means as any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any government agency and includes, for the avoidance of doubt, capital gains tax, fringe benefits tax, income tax, value added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.

Total and Permanent Disablement means in relation to a Participant, the termination or cessation of a Relevant Person’s employment with a Group Company as a result of total and permanent disablement, as determined by the Board.

Trustee means any trustee appointed by the Company for the purposes of the Plan provided such trustee meets the requirements for a trustee under the Class Order.

Unvested Option means an Option that is not a Vested Option.

Unvested Share means a Share that is not a Vested Share.

Unvested Performance Right means a Performance Right that is not a Vested Performance Right.

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Vested Option means an Option in respect of which the Board has determined that all the Option Vesting Conditions (if any) have been satisfied or waived.

Vested Performance Right means a Performance Right in respect of which the Board has determined that all the Performance Right Vesting Conditions (if any) have been satisfied or waived.

Vested Share means a Share the subject of an Offer in respect of which the Board has determined that all of the Share Vesting Conditions (if any) attaching to the Share have been satisfied or waived.

Vesting Conditions means the Share Vesting Conditions, Option Vesting Conditions and Performance Right Vesting Conditions.

Vesting Notice means a notice to a holder of a Share, Option or Performance Right that, to the extent specified in the vesting notice, the Share Vesting Conditions or the Option Vesting Conditions or Performance Right Vesting Conditions have been satisfied or waived.

Vesting Period means the period (if any) determined by the Board and specified in the terms of the Offer during which:

• (a) in the case of an Offer of Shares, the Shares will be subject to the Share Vesting Conditions; and

• (b) in the case of an Offer of Options or Performance Rights, any Option Vesting Conditions or Performance Right Vesting Conditions (as applicable) are required to be satisfied (unless waived by these Rules) before the Options or Performance Rights vest and can, between the First Exercise Date and the Last Exercise Date, be exercised.

2 Interpretation

In these Rules unless the context otherwise requires:

• (a) headings are for convenience only and do not affect the interpretation of these Rules;

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

• (c)

• words that are gender neutral or gender specific include each gender;

• (d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

• (e) the words 'such as', 'including', 'particularly' and similar expressions are not used as, nor are intended to be, interpreted as words of limitation;

• (f)

• a reference to:

==> picture [9 x 11] intentionally omitted <==

• a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

==> picture [12 x 11] intentionally omitted <==

• a document includes all amendments or supplements to that document;

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==> picture [14 x 11] intentionally omitted <==

• a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;

==> picture [14 x 11] intentionally omitted <==

• an agreement other than these Rules includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and

==> picture [12 x 11] intentionally omitted <==

• a monetary amount is in Australian dollars;

• (g) when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day; and

• (h) in determining the time of day, where relevant to these Rules, the relevant time of day is:

==> picture [9 x 11] intentionally omitted <==

• for the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; or

==> picture [12 x 11] intentionally omitted <==

• for any other purpose under these Rules, the time of day in the place where the party required to perform an obligation is located.

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