Osteopore : Employee Securities Incentive Plan

For personal use only

Employee Securities Incentive Plan

Osteopore Limited

(ACN 630 538 957)

Hamilton Locke

For personal use only

Table of Contents

1. Definitions and interpretation
2. 1. Definitions
   2. Interpretation
   3. Inconsistencies
   4. Income Tax Assessment Act
   5. Construed against a party
   6. Applicable Law
   7. Rounding
   8. Constitution
3. Introduction
4. 1. Purpose
   2. Commencement
   3. Rules are binding
5. Eligibility, Invitation and Application
6. 1. Eligibility
   2. Invitation
   3. Form of Application
   4. Eligible Participant agrees to be bound
   5. Who may apply
   6. Acceptance of Application
   7. When an Application will not be accepted
   8. Right to nominate
   9. Multiple Invitations
7. Grant of Securities
8. 1. Company to grant Securities
   2. Certificate of Security
9. Terms of Convertible Securities
10. 1. Participant's rights
    2. Restriction of dealing
    3. Prohibition on hedging
    4. Register of Convertible Securities
    5. Listing
11. Vesting of Convertible Securities
12. 1. Vesting

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	6.2	Waiver of Vesting Condition	13
7.	Exercise of Convertible Securities	13
	7.1	Exercise of Convertible Securities	13
	7.2	Cashless exercise of Convertible Securities	14
8.	Delivery of Shares on exercise of Convertible Securities	14
9.	Forfeiture of Convertible Securities	14
	9.1	Leaver	14
	9.2	Fraudulent or dishonest actions	14
	9.3	Failure to satisfy Vesting Conditions	15
	9.4	Insolvency	15
	9.5	Other forfeiture events	15
	9.6	Discretion to determine that the Convertible Securities are not forfeited	15
	9.7	Voluntary forfeiture	15
	9.8	Application of Part 2D.2 Division 2 of the Corporations Act	15
10.	Effect of Forfeiture of Convertible Securities	16
11.	Change of Control	16
12.	Rights attaching to Plan Shares	16
	12.1	Plan Shares to rank equally	16
	12.2	Listing	16
	12.3	Dividends	16
	12.4	Dividend reinvestment plan	16
	12.5	Voting rights	17
13.	Disposal Restrictions on Plan Shares	17
	13.1	Disposal restriction	17
	13.2	Participant's undertaking	17
	13.3	Expiry of restriction	17
	13.4	Share entitlements	17
14.	Irrevocable Power of Attorney	17
15.	Adjustment of Convertible Securities	17
	15.1	Reorganisation	17
	15.2	Bonus Issue	18
	15.3	Rights Issue	18
	15.4	No other participation	18
	15.5	Rounding	18
	15.6	Application of adjustment	18
Hamilton Locke			Employee Securities Incentive Plan	ii

16.	Administration of the Plan
	16.1	Board administration
	16.2	Board powers and discretions
	16.3	Delegation of Board powers and discretions
	16.4	Documents
	16.5	Decisions final

only	17.	Trust
18.	Restrictions on and amendments to the Plan
use		18.1	Compliance with Applicable Laws
	18.2	Amendment of Plan

19.	Duration
	19.1	Termination
	19.2	Suspension
personalFor	19.3	Effect of termination / suspension
19.4	Cancellation of Convertible Securities

20.	Miscellaneous
	20.1	Rights of Participants
	20.2	Non-exclusivity
	20.3	Notice
	20.4	Further assurances
	20.5	Costs and charges
	20.6	No representation or warranty
	20.7	Data protection
	20.8	Governing law
	20.9	Waiver of rights

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Operative provisions

1. Definitions and interpretation

1.1 Definitions

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

Ancillary Documentation means all documentation which the Board specifies in an Invitation that an Eligible Participant must enter into and/or provide in connection with an Application for Securities.

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

1. the Corporations Act;
2. the Listing Rules;
3. the Constitution;
4. the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth);
5. any relevant 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), or (d) above;
6. any other legal requirement (including, without limitation, the rules of the general law, including common law and equity, and any judgment, order, decree, declaration or ruling of a court of competent jurisdiction or government agency binding on a person or the assets of that person) that applies to the Plan; and
7. in respect of acquisition or disposals of any Shares, any formal policy relating to dealings in Shares adopted by the Board from time to time, including the Share Trading Policy.

Application means, in respect of a Security, an application for that Security made by an Eligible Participant in response to an Invitation.

Application Form means an application form attached to, or enclosed with, an Invitation.

ASIC means the Australian Securities and Investments Commission.

ASIC Class Order 14/1000 means ASIC Class Order (CO 14/1000) which provides relief for employee incentive scheme offers from disclosure, licensing, advertising, hawking and on-sale in relation to listed bodies.

Associate has the same meaning as in section 12 of the Corporations Act.

Associate Body Corporate has the meaning given to that term in ASIC Class Order 14/1000.

ASX means the ASX Limited (ABN 98 008 624 691) trading as the Australian Securities Exchange or the securities exchange operated by that entity, as appropriate.

Hamilton Locke

Employee Securities Incentive Plan

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