Exhibit 10.16
AuraConsolidatedGroup,Inc.
2024EquityIncentivePlan
(AdoptedasofMay30,2024asAmendedMay23,2026)
1. PURPOSE.The Aura Consolidated Group, Inc. 2024 Equity Incentive Plan (the “2024 Plan” or “Plan”), is intended to provide incentives which will attract and retain highly competent persons as officers, directors, key employees and independent contractors of Aura Consolidated Group, Inc. (“Company”) and its subsidiaries, by providing them opportunities to acquire shares of common stock of the Company (“Common Stock”) or to receive monetary payments based on the value of such shares pursuant to the Awards (as defined below) described herein. InthisPlan, forso longas theCompanyhas alistingontheAustralian Securities Exchange (“ASX”) references to “Common Stock” include the CHESS Depository Interests of the Company corresponding to shares of the Company that are traded on the ASX (or any other stock exchange based in Australia) (“CDIs”).
2. PARTICIPANTS.Participants will consist of such officers, key employees, directors, and individual independent contractors of the Company and its subsidiaries, as the Company’s Board of Directors (“Board”), in its sole discretion, determine to be significantly responsibleforthesuccessandfuturegrowthandprofitabilityoftheCompanyandwhomtheBoard maydesignatefromtimetotimetoreceiveAwardsunderthePlan(“Participants”).Designationof aParticipantinanyyearshallnotrequiretheBoardtodesignatesuchpersontoreceiveanAwardin any other year or, once designated, to receive the same type or amount of Awards as granted to the Participant or any other Participant in any year.The Board shall consider such factors as it deems pertinent in selecting Participants and in determining the amount,typeandterms and conditionsof their respective Awards.At the Board’s discretion, the Board may delegate to the Committee (as defined below), the authority to designate and select Participants and types of Awards.
3. ADMINISTRATION.
(a) Except for those powers expressly reserved for the Board, the Plan will be administeredbyanysubcommitteeoftheBoardappointedbytheBoardtoadministerthePlanor,if nocommitteeisappointedtoadministerthePlan,theBoard(the“Committee”).TheCommitteeis authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary or appropriate for the proper administration of the Plan and to makesuchdeterminations and interpretations and to take such action in connection with the Plan and any Awards granted hereunder as it deems necessary or advisable.All determinations and interpretations made by the Committee shall be binding and conclusive on all Participants and their legal representatives.No member of the Board, and no employee of the Company shall be liable for any act or failure to act hereunder, by any other Board member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated or, except in circumstances involving his or her bad faith, gross negligence or fraud, for any act or failure to act by the Board member or employee.
(b) TheCommitteemaydelegatetooneormoreofitsmembersortooneormore officers ofthe Company,ortooneormoreagentsoradvisors,suchadministrativedutiesor powers as it maydeem advisable, and the Committee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibilitytheCommitteeorsuchpersonmayhaveunderthePlan.Ifadministrationisdelegated by the Committee to any such person, as described above, the Committee may terminateall orany portionofsuchperson’sauthorityunderthePlanatanytimeandrevisitintheCommitteeallorany portion of the administration of the Plan.
4. TYPES OF AWARDS.Awards under the Plan may be granted in any one or a combination of (1) Stock Options, (2) Equity Appreciation Rights, (3) Restricted Stock and Restricted Stock Units, (4) Performance Awards and (5) Other Stock-Based Awards, each as described below (collectively, “Awards”).Each Award shall be made pursuant to a written agreement,certificate,resolution,orsuchotherevidenceapprovedbytheCommitteethatsetsforth the terms and conditions of the Awards granted.
5. SHARESRESERVEDUNDERTHEPLAN.
(a) Subject to adjustment under Section 12 hereof, there is hereby reserved for issuance under the Plan 27,180,647 shares of Common Stock of the Company, which may be authorizedbutunissuedortreasuryshares.AllsharesavailableunderthePlanareavailableforeach type of Award under the Plan including, for the avoidance of doubt, Incentive Stock Options.
(b) Ifthereisalapse,expiration,terminationorcancellationofanyStockOption granted under this Plan prior to the issuance of shares in connection with such option, or if shares are issued under the Plan in connection with an Award hereunder and thereafter such shares are reacquired by the Company, those shares may again be used for new Awards under the Plan. In addition, any shares exchanged or surrendered by a Participant as full or partial payment of the exercisepriceunderanyStockOptionexercisedunderthisPlan,anysharesretainedbytheCompany pursuant to a Participant’s tax withholding election, and any shares covered by an Award which is settled in cash, shall be added back to the shares available for Awards under the Plan. The Board shall determine the appropriate methodology for calculating the number of shares available for issuance pursuant to the Plan.
(c) TheCommitteemaygrantAwardsunderthePlaninsubstitutionforstockand stock based awards held by employees, directors, consultants or advisors of another company (an “AcquiredCompany”)inconnectionwithamerger,consolidationorsimilartransactioninvolving suchAcquiredCompanyandtheCompanyoranAffiliate,ortheacquisitionbytheCompanyoran AffiliateofpropertyorstockoftheAcquiredCompany.Notwithstandinganyotherprovisionofthis Plan, the Committee may direct that substitute Awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.ForpurposesofthisPlan,an“Affiliate” means, with respect to the Company, any other individual, corporation, partnership, trust, limited liabilitycompany,associationorotherentity(each,a“Person”)who,directlyorindirectly,controls, is controlled by, or is under common control with theCompany, including, without limitation, any generalpartner,managing
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member,officer,directorortrusteeoftheCompany,oranyventurecapital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, the Company; provided however, that with respect to an IncentiveStock Option, an Affiliatemeans a “parent corporation”(as defined in Section 424(e)of theInternalRevenueCodeof1986,asamended(the“Code”))ora“subsidiarycorporation”(asdefinedinCodeSection424(f))withrespecttotheCompany,whethernoworhereafterexisting.
6. STOCK OPTIONS.“Stock Options” will consist of Awards from the Company, whichwillenabletheholdertopurchaseaspecificnumberofsharesofCommonStock,atsetterms and at a fixed purchase price.Stock Options may be incentive stock options within the meaning of Code Section 422 (“Incentive Stock Options”) or Stock Options that do not constitute Incentive StockOptions(“NonqualifiedStockOptions”).TheCommitteewillhavetheauthoritytograntto anyParticipantoneormore IncentiveStock Options,Nonqualified Stock Options, or both types of Stock Options.Each Stock Option shall be evidenced by a written option agreement in such form andshallbesubjecttosuchtermsandconditionsastheCommitteemayapprovefromtimetotime, including without limitation the following:
(a) Exercise Price. Each Stock Option granted hereunder shall have such per shareexercise priceasthe Committee may determine at theDate ofGrant; provided, however,that otherthaninthecaseofapermittedsubstitutionofStockOptionsunderSection5(c)hereof,theper shareexercisepriceforanyStockOptionsawardedhereundershallnotbelessthan100%oftheFair Market Value of the Common Stock on the Date of Grant.
(b) Payment of Exercise Price. The Committee shall determine the acceptable form of consideration for exercising a Stock Option, including the method of payment. In the case of an Incentive Stock Option, the Committee shall determine the acceptable form of consideration at the time of grant. To the extent approved by the Committee in its discretion and as set out in the applicable Award agreement, the exercise price of a Stock Option may be paid (1) in United States dollars in cash or by check; (2) through delivery of shares of Common Stock then owned by the Participanthaving aFairMarket Valueequal, as of the date of exercise, to the exercise price of the Stock Option; (3) by having the Company retain from the shares ofCommon Stock otherwise issuable upon exercise of the Stock Option, a number of shares having a Fair Market Value equal, as of the date of exercise, to the exercise price of the Stock Option (a “net-exercise”); (4) payment of such other lawful consideration as the Committee may determine in its sole discretion; or (5) by any combination of(1),(2), (3)and (4) above. Notwithstanding the foregoing, the Committee shall acceptonlysuchpaymentonexerciseofanIncentiveStockOptionasispermittedbyCodeSection 422.
(c) ExercisePeriod.StockOptionsgrantedunderthePlanshallbeexercisableat suchtimeortimesandsubjecttosuchtermsandconditionsasshallbedeterminedbytheCommittee; provided, however, that Incentive Stock Options shall not be exercisable more than 10 years after the date they are granted. All Stock Options shall terminate at such earlier times and upon such conditions or circumstances as the Committee shall in its sole discretion set forth
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in the option agreement at the Date of Grant, including but not limited to limitations on exercisability following termination of the Participant’s employment or consulting relationship.
(d) Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to Participants who are employees of the Company or one of its subsidiaries (within the meaning of Code Section 424(f)) at the Date of Grant. The aggregate Fair Market Value (determined as of the time the option is granted) of the shares of Common Stock with respect to whichIncentiveStockOptionsareexercisableforthefirsttimebyaParticipantduringanycalendar year (under all option plans of the Company) shall not exceed $100,000. Incentive Stock Options may not be granted to any Participant who, at the time of grant, owns stock possessing (after the application of the attribution rules of Code Section 424(d)) more than 10% of the total combined votingpowerofallclassesofstockoftheCompany,unlesstheoptionpriceisfixedatnotlessthan 110%oftheFairMarketValueoftheCommonStockontheDateofGrantandtheexerciseofsuch option is prohibited by its terms after the expiration of five years from the Date of Grant of such option.
(e) Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in writingimmediatelyafterthedateheorshemakesadisqualifyingdispositionofanyCommonStock acquiredpursuanttotheexerciseofsuchIncentiveStockOption.Adisqualifyingdispositionisany disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option.
(f) Redesignation as Nonqualified Stock Options. Stock Options designated as IncentiveStockOptionsthatfailtomeettherequirementsofCodeSection422shallberedesignated asNonqualifiedStockOptionsautomaticallywithoutfurtheractionbytheCommitteeonthedateof such failure to meet the requirements of Code Section 422.
(g) Termination of Employment or Service Provider Relationship. Unless otherwise provided by the Committee and set forth in the Award, in the event a Participant’s employmentorservice,asapplicable,isterminatedbeforeexerciseofavestedStockOption,unless otherwiserequiredbylaw,suchStockOptionswillbeheldbytheParticipantsubjecttoSection11; provided that the time periods for exercising Incentive Stock Options shall be as prescribed by the Code. If the Committee determines, subsequent to a Participant’s termination of employment or service, as applicable, but before exercise of a Stock Option, that either before or after the Participant’sterminationofemploymentorservice,asapplicable,theParticipantengagedinconduct that constitutes “Cause,” then the Participant’s right to exercise any Option shall be forfeited immediately.
(h) Limitation of Rights in Shares. The recipient of a Stock Option shall not be deemedforanypurposetobeashareholderoftheCompanywithrespecttoanyofthesharessubject thereto except to the extent that the Stock Option shall have been exercised and, in addition, a certificate shall have been issued and delivered to the Participant.
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(i) “Cause”, as used in the Plan in connection with the termination of a Participant’s employment or service, shall have the meaning ascribed to such term in any employmentorconsultingagreementbetweentheCompanyandsuchParticipant,orintheabsence ofanysuchemploymentagreement,means:(1)anunauthorizeduseordisclosurebytheParticipant of the Company’s confidential information or trade secrets, or the violation of any agreement with the Company containing non-competition, non-solicitation, non-disparagement or other restrictive covenant;(2)amaterialbreachbytheParticipantofanyagreementbetweentheParticipantandthe CompanyandtheParticipantfailstoremedysuchconditionwithinten(10)daysofsuchbreach;(3) a materialfailure by theParticipant to complywiththeCompany’swritten policiesorrulesandthe Participant failsto remedy suchnon-compliancewithinten(10)daysofsuchfailuretocomply;(4) the Participant’s violation of a federal or state law or regulation directly or indirectly applicable to the business of the Company or its affiliates, which violation was or is reasonably likely to be injurioustotheCompanyoritsaffiliates;(5)theParticipant’s(A)convictionof,orpleaof“guilty” or “no contest” to, any crime under the laws of the United States or any State thereof (with the exceptionofminorvehicularaccidentswhichdonotresultinbodilyharm)or(B)committingofany act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its Affiliates; (6) the Participant’s gross negligence or willful misconductthatwasorisorislikelytobemateriallyinjurioustotheCompanyoritsAffiliates;(7) acontinuingfailurebytheParticipanttoperformassigneddutiesafterreceivingwrittennotification of such failure from the Board and the Participant fails to remedy such condition within ten (10) daysafterreceivingsuchwrittennotification;or(8)afailurebytheParticipanttocooperateingood faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Participant’scooperation.Whetheran act constitutes “Cause” shall be determined by the Board in its sole discretion.
7. EQUITYAPPRECIATIONRIGHTS.“EquityAppreciationRights”willconsist of Awards from the Company, which will entitle the holder to receive a payment based on the appreciation in the Fair Market Value of the shares subject thereto up to a specified date or dates. The Committeemay, in its discretion, grant Equity Appreciation Rights to the holdersofanyStock Options grantedhereunder.In addition,EquityAppreciation Rightsmaybegranted independently of and without relation to Stock Options.Each Equity Appreciation Right shall be subject to such terms and conditions consistent with the Plan as the Committee shall impose from time to time, including the following:
(a) Each Equity Appreciation Right will entitle the holder to receive the appreciation in the Fair Market Value of the shares of Common Stock referenced therein up to the datetherightissubjecttoapayoutevent.InthecaseofarightissuedinrelationtoaStock Option, such appreciation shall bemeasured from not less thantheexercise priceofsuch Stock Option and inthecaseofarightissuedindependentlyofanyStockOption,suchappreciationshallbemeasured from the applicable strike price specified by the Committee in the applicable Award agreement relating to any such Equity Appreciation Right.
(b) Each Equity Appreciation Right will be payable at such time or times following the first to occur of the applicable payout event(s) as set forth by the Committee in the
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applicable Award agreement.Payment of such appreciation shall be made in cash or in shares of Common Stock, or a combination thereof, as determined by the Committee.
8. RESTRICTEDSTOCKANDRESTRICTEDSTOCKUNITS.
(a) “Restricted Stock” will consist of Awards of shares of Common Stock to Participants either with or without consideration therefor from Participants. Each Award of Restricted Stock shall be subject to such terms and conditions as the Committee determines appropriate, including, without limitation, restrictions on the sale or other disposition of shares, restrictions requiring the forfeiture of shares to the Company upon termination of the Participant’s employment or service with the Company or one of its Affiliates prior to satisfying a prescribed period of service. In the case of an Award of Restricted Stock, the Committee may require the Participanttodeliveradulysignedstockpower,endorsedinblank,relatingtothesharescoveredby suchanAward,andmayalsorequirethatthestockcertificatesevidencingsuchsharesbeheldin custody until the service restrictions thereon shall have lapsed. Each Restricted Stock Award involving actual shares of Common Stock shall specify whether the Participant shall have, with respect to the shares of Common Stock subject thereto, all of the rights of a holder of shares of Common Stock of the Company, including the right to receive dividends, if applicable, and to vote the shares.
(b) “RestrictedStockUnits”willconsistofAwardsthatentitletheParticipantto receive shares of Common Stock and/or cash after a prescribed period of service. The period of service, number of reference shares of Common Stock, and other conditions and limitations applicable to each Award of Restricted Stock Units shall be as determined by the Committee and shallbestatedintheapplicableAwardagreement.TheCommittee,initssolediscretion,mayimpose suchotherrestrictionsonRestrictedStockUnitsasitmaydeemadvisableorappropriateincluding, without limitation, restrictions requiring the forfeiture of Restricted Stock Units to the Company upon termination of the Participant’s employment or service with the Company or one of its Affiliates prior to satisfying the prescribed period of service.
9. OTHERSTOCK-BASEDAWARDS.“OtherStock-BasedAwards”willconsist ofothertypesofequity-basedorequity-relatedAwardsnototherwisedescribedbythetermsofthe Planinsuchamountsandsubjecttosuchtermsandconditions,astheBoardortheCommitteeshall determine.SuchAwardsmayinvolvethetransferofactualsharesofCommonStock,orpaymentin cash or otherwise of amounts based on the value of Common Stock.
10. PERFORMANCEAWARDS.
(a) “Performance Awards” will consist of Awards for which the Committee has set performance goals at its discretion which, depending on the extent to which they are met, will determinethenumberofsharesofCommonStockand/orcashvalueofAwardsthatwillbepaidout to the Participants. Performance Awards may be granted to Participants at any time and from time totime,asshallbedeterminedbytheCommittee.TheCommitteeshallhavecomplete discretionin determining the number, amount and timing of Performance Awards granted to each Participant. Performance Awards may take such form as may be determined by the Committee, including withoutlimitation,cash,StockOptions,AwardsofsharesofCommon
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Stock,AwardsofRestricted Stock or Restricted Stock Units, Other Stock-Based Awards or any combination thereof. Performance Awards may be awarded as short-term or long-term incentives.
(b) Performance Awards under the Plan may be made subject to the attainment of one or more of the specified performance goals, as determined by the Committee in its sole discretion.PerformancegoalsmaybebaseduponCompany-wide,Affiliate,divisional,projectteam, and/orindividual performance. TheBoard orthe Committeeshall have the authority at any time to make adjustments to performance goals for any outstanding Performance Awards which the Board ortheCommitteedeemsnecessaryordesirableunlessatthetimeofestablishmentofsuchgoalsthe Board or the Committee shall have precluded its authority to make such adjustments.
(c) Payment of earned Performance Awards shall be made in accordance with termsandconditionsprescribedbytheCommittee.PerformanceAwardsshallbepayableincashor in shares Common Stock, or a combination thereof, as determined by the Committee.
11. EFFECTOFTERMINATIONOFSERVICEONAWARDS;FORFEITURE.
(a) The Committee may provide, by rule or regulation or in any Award, or may determineinanyindividualcase,thecircumstancesinwhichAwardsshallbeexercised,vested,paid or forfeited in the event a Participant ceases to be an employee, director or other service provider prior to the end of a performance period, period of restriction or the exercise, vesting or settlement of such Award. Unless otherwise determined by the Committee if, with respect to any Award, (1) Participant’sterminationofemploymentorservice,asapplicable,occursbeforetheendoftheperiod ofrestrictionorthevestingdateapplicabletosuchAward(ortheapplicableportionofsuchAward) or(2)anyperformancegoalsarenotachievedinwholeorinpart(asdeterminedbytheCommittee) by the end of the period for measuring such performance goals, then all such then unvested and/or unearned Awards shall be forfeited by the Participant.
(b) Awards under the Plan shall not be affected by the change of aParticipant’s status within or among the Company and any subsidiaries, so long as the Participant remains an employee, officer, director or other service provider. For purposes of the Plan and any Award hereunder,ifanentitythattheParticipantisemployedbyorotherwiseprovidingservicestoceases tobeasubsidiaryoftheCompany,aParticipantshallbedeemedtoterminateemploymentorservice, as applicable, on the date of the entity’s change in status, unless the Participant continues as an employeeorserviceproviderinrespectoftheCompanyoranothersubsidiary(aftergivingeffectto the change in status).
12. ADJUSTMENTPROVISIONS.
(a) Subject to section 27 of this Plan, in the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of Common Stock or other
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securities of the Company, or other change in the corporate structure of the Company affecting the shares of Common Stock occurs, the Committee, in order to prevent diminution or enlargement of thebenefitsorpotentialbenefitsintendedtobemadeavailableunderthePlan,willadjustthenumber andclassofsharesofCommonStockthatmaybedeliveredunderthePlanand/orthenumber,class, and price of shares of Common Stock covered by each outstanding Award.
(b) In the event of the proposed dissolution or liquidation of the Company, the Company will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or settles, an Award will terminate immediately prior to the consummation of such proposed action.
13. CHANGEOFCONTROLOFTHECOMPANY;CONSEQUENCESOFA CHANGE OF CONTROL.
(a) UnlessotherwiseexpresslyprovidedintheapplicableAwardagreement,and subject to section 27 of this Plan, upon the occurrence of a Change of Control of the Company, the Board or the Committee may (1) provide for the acceleration of vesting or to cause the lapse of restrictionswithrespectto,alloranyportionofanAward,(2)cancelanAwardforacashpayment equaltotheFairMarketValue(asdeterminedinthesolediscretionoftheBoard)which,inthecase ofStockOptionsandEquityAppreciationRights,shallbedeemedtobeequaltotheexcess,ifany, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of shares of Common Stock subject to such Stock Options or Equity Appreciation Rights(or,ifnoconsiderationispaidinanysuchtransaction,theFairMarketValueofthesharesof Common Stock subject to such Stock Options or Equity Appreciation Rights) over the aggregate exercise price (in the case of Stock Options) or strike price (in the case of Equity Appreciation Rights), (3) provide for the issuance of a substitute Award that will substantially preserve the otherwise applicable terms of any affected Award previously granted hereunder as determined by theBoardinitssolediscretion,(4)terminateunvestedStockOptionswithoutprovidingaccelerated vesting or (5) take any other action with respect to the Awards the Board or the Committee deems appropriate. For the avoidance of doubt, the treatment of Awards upon a Change of Control of the Company may vary among the Award types and Participants in the sole discretion of the Board. UnlessotherwisedeterminedbytheBoard(onthesamebasisorondifferentbasesastheBoardshall specify),anyrepurchaserightsorotherrightsoftheCompanythatrelatetoanAwardshallcontinue to apply to consideration, including cash, that has been substituted, assumed or amended for an Award pursuant to this Section 13(a). The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.
(b) ForpurposesofthisPlan,a“ChangeofControl”oftheCompanyshallmean: the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any such transaction effected primarily for the purpose of changing the domicile of the Company or a bona-fide financing of the Company), unless the Company’s stockholders of record immediately prior to such transaction or series of related transactions hold, immediatelyaftersuchtransactionorseriesofrelatedtransactions,atleast50%ofthe
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votingpower of the surviving or acquiring entity (provided that the sale by the Company of its securities for the purposesofraisingadditionalfundsshallnotconstituteaChangeofControlhereunder);orasaleof all or substantially all of the assets of the Company.
Notwithstanding the foregoing, a Change of Control of the Company shall not be deemed to have occurredunderSection 13solelybecause(1)theCompany,(2)anAffiliateorInitialStockholders, (3)anyoneormoremembersofexecutivemanagementoftheCompanyoritssubsidiaries,(4)any employeestockownershipplanoranyotheremployeebenefitplanoftheCompanyoranyAffiliate or (5) any combination of the Persons referred to in the preceding clauses (1) through (4) becomes the actual or beneficial owner (within the meaning of rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”)) of 50% or more of the Voting Securities of the Company.
(c) AsusedinthisSection13,thefollowingtermsshallhavethemeaningsset forthbelow:
(1) “InitialStockholders”meansthestockholdersoftheCompanyimmediatelypriortoanytransactionwhichmayconstituteaChangeofControl.
(2) “Person”meansanyindividual,corporation,partnership,group, association or other “person,” as such term is used in Section 14(d) of the Exchange Act.
(3) “VotingSecurities”means,withrespecttoanyPerson,anysecurities entitledtovote(includingbytheexecutionofactionbywrittenconsent)generallyinthe election of directors ofsuch Person(together with direct or indirect options or other rights to acquire any such securities).
14. NON TRANSFERABILITY.Unless otherwise set forth in the applicable written Awardagreement,eachAwardgrantedunderthePlanshallnotbetransferableotherwise than by will or the laws of descent and distribution, and shall be exercisable, during the Participant’s lifetime, only by the Participant or, in the event of a Participant’s disability, by the Participant’s personal representative.In the event of the death of a Participant, exercise of any Award or payment with respect to any Award shall be made only by or to the executor or administrator of the estate of the deceased Participant or the person or persons to whom the deceased Participant’s rights under the benefit shall pass by will or the laws of descent and distribution. Notwithstandingtheforegoing,at the discretion of the Committee, a grant of a Stock Option may permit the transfer thereof by the ParticipantsolelytomembersoftheParticipant’simmediatefamilyortrustsorfamilypartnerships or limited liability companies for the benefit of such persons, subject to such terms and conditions as may be established by the Committee.
15. REPURCHASEOFSHARES.
(a) Upon any termination of a Participant’s employment or service with the CompanyorasubsidiaryorAffiliate,unlessotherwiseprovidedintheAward,theCompanywillbe entitled(initssoleandabsolutediscretion)torepurchaseattheCompany’selectionalloranyofthe Common Stock received hereunder or acquired upon exercise of a grant held by a
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Participant (whether or not previously acquired by the Participant in connection with the exercise of a Stock Option or Equity Appreciation Right or upon settlement of any other Award and including any CommonStockreceivedasaresultoftheexerciseofanyAwardaftertheParticipant’stermination date) (the “Repurchase Option”).If the Company elects to exercise the Repurchase Option with respect to shares held by any Participant pursuant to this Section 15, it shall deliver written notice (the“RepurchaseNotice”)tosuchParticipanttosucheffectwithin180-daysaftertheoccurrenceof theeventgivingrisetotheRepurchaseOption.Fortheavoidanceofdoubt,thisRepurchaseOption does not apply to Common Stock purchased by or granted to a Participant under an agreement that is not part of this Plan.
(b) The repurchase price (the “Repurchase Price”) for a Participant’s Common Stock to be repurchased (the “Surrendered Securities”) shall be the Fair Market Value of such Surrendered Securities on the date of termination of employment or service; provided that in the case of a termination of a Participant’s employment or service by the Company for Cause, the Repurchase Price shall be the lesser of the Fair Market Value of the Surrendered Securities on the date of termination of employment or service and the original exercise price (or other amount paid with respect to an Award, if any, in the case of Awards other than Stock Options and Equity Appreciation Rights) paid for such Surrendered Securities or the Fair Market Value of such SurrenderedSecuritiesontheoriginaldateofpurchase,asapplicable.Notwithstandinganythingto the contrary in the Plan, if the Company determines, following a Participant’s termination of employment or service with the Company, but priorto the last date on which a Repurchase Option can be exercised, that either before or after the Participant’stermination ofemployment orservice withthe Company,theParticipantengagedinconductthatconstitutesCause,thentheParticipantwill be treated as having terminated employment or service for Cause for purposes of determining the Repurchase Price.
(c) Withinten(10)businessdaysaftertheRepurchasePricefortheSurrendered Securities has been determined, the Company shall send a notice to such holder of the Surrendered Securitiessettingforththeconsiderationtobepaidforsuchsecuritiesandthetimeandplaceforthe closing of the transaction, which dateshall not bemorethan twenty (20)days nor less than five (5) daysafterthedeliveryofsuchnotice.Atsuchclosing,theholderoftheSurrenderedSecuritiesshall deliver all certificates (if any exist) evidencing the Surrendered Securities to be repurchased to the Company, and the Company shall pay for the Surrendered Securities to be repurchased pursuant to the Repurchase Option by delivery of a check or wire transfer in the aggregate amount of the Repurchase Price for such securities.
(d) The Company shall be entitled to receive customary representations and warranties from such holder that he or she is the record and beneficial owner of the Surrendered Securities free and clear of any liens, and that he or she will transfer and deliver valid title to such securities free and clear of any liens.
(e) Notwithstanding anything to the contrary contained in this Plan, all repurchasesofSurrenderedSecuritiesbytheCompanyshallbesubjecttoapplicablestateandfederal laws and regulations and, to the extent applicable, the Company’s debt and equity financing agreements. If any of the foregoing prohibits (in the discretion of the Company) the
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repurchase of Surrendered Securities which are otherwise permitted or required hereunder, the time periods provided in this Section 15 (other than the time period for delivery of the notice in Section 15(a)) shallbesuspended,andtheCompanymaymakesuchrepurchasesassoonasitispermittedtodoso under such restrictions; provided that, notwithstanding the foregoing, in no event shall the time periods provided in this Section 15 be suspended for more than three (3) months and that the CompanyshallinanyeventhaveformallynotifiedParticipantinwritingofitselectiontorepurchase within the time period specified in Section 15(a).
(f) In the event the Company delivers a Repurchase Notice to a Participant but doesnotelecttorepurchaseallsharesofCommonStockheldbysuchParticipant,thesharesheldby such Participant which the Company has not elected to repurchase in the Repurchase Notice shall no longer be subject to the Repurchase Option.
16. OTHER PROVISIONS.Awards under the Plan may also be subject to such other provisions(whetherornotapplicabletotheAwardgrantedtoanyotherParticipant)astheCommittee determines appropriate, including without limitation, (1) provisions to assist the Participant in financing the acquisition of Common Stock, (2) provisions for the acceleration of exercisability or vestingand/orearlyterminationofAwardsintheeventofaChangeofControloftheCompany,(3) provisionsforthepaymentofthevalueofAwardstoParticipantsintheeventofaChangeofControl oftheCompany,(4)provisionsrestrictingtheexercisabilityofStockOptionsafteraParticipanthas metcontinuedemploymentand/orperformanceconditionstootherwiseearnavestedinterestinsuch Awards, (5) provisions including special adjustments for Stock Options that apply in addition to Section12ofthePlanintheeventofaspinoff,(6) provisionsrelatingtotreatment ofAwardsupon anofferingofCompanyequityonanationalsecuritiesexchange,(7)provisionsfortheforfeitureof, orrestrictionsonresaleorotherdispositionof,CommonStockacquiredunderanyformofAward, and/or (8) provisions to comply with Federal and State securities laws, or understandings or conditions as to the Participant’s employment in addition to those specifically provided for under the Plan.
17. TIMEOFGRANTINGOFAWARDS;FAIRMARKETVALUE.Thedateof grant(“DateofGrant”)ofanAwardshallbethedatespecifiedbytheCommitteeonwhichanAward underthisPlanwillbecomeeffective(whichdateshallinnoeventbeearlierthanthedateonwhich the Committee takes action with respect thereto), provided that in the case of an Incentive Stock Option, the Date of Grant shall be the later of the date on which the Committee makes the determinationgrantingsuchIncentiveStockOptionorthedateofcommencementoftheParticipant’s employment relationship with the Company or one of its Affiliates.Except as otherwise expressly provided in a written Award, for purposes of this Plan and any Awards hereunder, “Fair Market Value” shall mean the amount determined in good faith by the Committee as the fair market value of shares of the Company on such basis as it deems appropriate taking into account, if applicable, the requirements of Section 409A of the Code.
18. TENURE.A Participant’s right, if any, to continue to serve the Company as an officer,employee,orotherwise,shallnotbeenlargedorotherwiseaffectedbyhisorherdesignation asaParticipantunderthePlan,norshallthisPlaninanywayinterferewiththerightoftheCompany, subjecttothetermsofanyseparateemploymentagreementtothecontrary,atany
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timetoterminate such employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.
19. WITHHOLDING.AllpaymentsordistributionsmadepursuanttothePlanshallbe net of any amounts required to be withheld pursuant to applicable federal, state and local tax withholding requirements.If the Company proposes or is required to distribute Common Stock pursuanttothePlan,itmayrequiretherecipienttoremittoitanamountsufficienttosatisfysuchtax withholding requirements prior to the delivery of any certificates for such Common Stock. The Committee may, in its sole discretion and subject to such rules as it may adopt, permit an Award holder to pay all or a portion of the minimum required federal, state and local withholding taxes arising in connection with (a) a Stock Option or an Equity Appreciation Right or (b) the receipt or vesting of a Restricted Stock Award or a Performance Award, by electing to have the Company withhold shares of Common Stock having a FairMarket Value equalto the amounttobe withheld.
20. CODESECTION409A.ThePlan,andAwardsgrantedunderit,areintendedto be administered in a manner so that awards thereunder are exempt from Section 409A except to the extent specifically provided otherwise in an Award agreement.For avoidance of doubt, Stock OptionsandEquityAppreciationRightsareintendedtoqualifyforthestockrightsexemptionsfrom Section 409A of the Code (“Section 409A”).Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A.Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any person in the event Section 409A applies to any such Award in a manner that results in adverse tax consequences for the Participant or any of his or her transferees.
21. DURATION, AMENDMENT AND TERMINATION.This Plan shallterminate upontheearlier ofatermination bytheBoard, orat suchtimeas thereshallbe noremaining sharesavailable for grant hereunder, or ten-year anniversary of the Effective Date. Also, by mutual agreement between the Company and a Participant hereunder, under this Plan or under any other present or future plan of the Company, Awards may be granted to such Participant in substitution andexchangefor,andincancellationof,anyAwardspreviouslygrantedsuchParticipantunderthis Plan, or any other present or future plan of the Company.
The Board may amendthe Plan from time to time or terminate the Plan at any time, subject toanyrequirementofstockholderapprovalrequiredbyapplicablelaw,regulation,orstockexchange rule.The Board may amend the terms of any previously-granted Award agreement, but only if (a) the Board determines that such change is necessary or desirable for legal compliance reasons; (b) the amendment is beneficial to the Participant; or (c) the Participant consents to such amendment. Notwithstanding the foregoing, for so long as CDIs are listed on the ASX, any substitution, exchange,cancellation,change,amendmentorothermodificationthatwouldotherwisebepermitted by this Section shall not be permitted if it would result in a violation of the official listing rules of the ASX as they apply to the Company from time to time (“ASX Listing Rules”) and in particular ASX Listing Rule 6.23.
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22. GOVERNING LAW.This Plan and actions taken in connection herewith shall be governedandconstruedinaccordancewiththelawsoftheStateofDelaware(regardlessofthelaw that might otherwise govern under applicable Delaware principles of conflict of laws).
23. EFFECTIVE DATE.The Plan was adopted by the Board on May 30, 2024 (the “Effective Date”).
24. DATA PRIVACY.As a condition of receipt of any Award, each Participant explicitlyandunambiguouslyconsentstothecollection,useandtransfer,inelectronicorotherform, of personal data as described in this paragraph by and among, as applicable, the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing theParticipant’sparticipationinthePlan.TheCompanyanditssubsidiariesandaffiliatesmayhold certainpersonalinformationaboutaParticipant,includingbutnotlimitedto,theParticipant’sname, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its subsidiaries and affiliates, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”). The Company and itssubsidiariesandaffiliatesmaytransfertheDataamongstthemselvesasnecessaryforthepurpose ofimplementation, administration and management ofa Participant’s participation in the Plan, and theCompanyanditssubsidiariesandaffiliatesmayeachfurthertransfertheDatatoanythirdparties assisting the Company in the implementation, administration and management of the Plan.These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country.Through acceptanceof an Award, each Participantauthorizes suchrecipients toreceive, possess, use,retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such DataasmayberequiredtoabrokerorotherthirdpartywithwhomtheCompanyortheParticipant mayelecttodepositanysharesofCommonStock.TheDatarelatedtoaParticipantwillbeheldonly as long as is necessary to implement, administer, and manage the Participant’s participation in the Plan.AParticipantmay,atanytime,viewtheDataheldbytheCompanywithrespecttosuch Participant,requestadditionalinformationaboutthestorageandprocessingoftheDatawithrespect tosuchParticipant,recommendanynecessarycorrectionstotheDatawithrespecttotheParticipant or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative.The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants may contact their local human resources representative.
25. CLAWBACK.All Awards are intended as incentives for future services, not as paymentforpastservices.AllAwardsnewlyissuedonandaftertheEffectiveDateofthisPlanshall besubjecttoreduction,cancellation,forfeitureorrecoupment(A)totheextentnecessarytocomply with(1)anyclawback,forfeitureorothersimilarpolicyadoptedbytheBoardorCommitteeandas in effect from time to time; and (2) applicable law; or (B) upon a grantee’s
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termination of employmentforCause,orfollowingagrantee’sterminationofemploymentiftheCorporationlater determines that grantee had engaged in acts that would have constituted Cause for termination of employment.Further,totheextentthattheParticipantreceivesanyamountinexcessoftheamount that the Participant should otherwise have received under the terms of the Award for any reason (including,without limitation, by reason of a financial restatement, mistake in calculations or other administrativeerror),thegranteemayberequiredtorepayanysuchexcessamounttotheCompany at the discretion of the Board or Committee.An Award issued on or after the Effective Date in partialorfullsubstitutionforanAwardthatwasitselfissuedpriortotheEffectiveDateshallnotbe considered as newly issued on or after the Effective Date for purpose of this section.
26. SHAREHOLDER AGREEMENTS.Notwithstanding anything to the contrary herein, it shall be a condition to the receipt of any shares of Common Stock of the Company hereunder that the Participant executes the Company’s Voting Agreement or similar agreement(s), eachasamendedfromtimetotime,asrequiredbytheCompany,theBoardortheCommittee.Inthe eventthattheParticipantfailstodoso,thentheParticipant’srighttoreceiveanysharesofCommon Stock of the Company shall be forfeited immediately.
27. AUSTRALIAN ASX COMPLIANCE. Notwithstanding the foregoing provisions of the Plan and anything to the contrary herein, for so long as CDIs are listed on the ASX:
(a) awards do not carry an entitlement to participate in new issues of Common Stock or CDIs by the Company prior to the vesting and exercise (if applicable) of the Award;
(b) in the eventof any reorganization or other transaction that would trigger any requirement under the ASXListing Rules to adjust or otherwise modifytheAward, then the Board orCommitteeshalldetermineanappropriateadjustmentorothermodificationthatwillcomplywith the ASX Listing Rules or any other applicable tax or securities law. In particular, the Board or Committee will make adjustments in accordance with ASX Listing Rules 6.22 or 7.22 (or any replacement ASX Listing Rules) to the extent those ASX Listing Rules apply and no waiver has beengrantedtotheCompany.TotheextentfeasiblewithintheparameterspermittedundertheASX Listing Rules, the Board or Committee will make adjustments that do not result in any adverse accounting impact to the Company under U.S. Generally Accepted Accounting Principles or to the ParticipantunderCodeSection409A.However,ifsuchamodificationoradjustmentisnotpossible, the Board or Committee shall be permitted, withoutthe consent of Participants, to implement a modificationoradjustmentnecessarytocomplywithASXListingRulesthatwillnonethelessresult in such adverse impact;
(c) theBoardorCommitteemayrefusetopermitthegrant,exerciseorsettlement (includingtheremovalofanyrestrictions)ofoneormoreAwardsforsuchperiodoftimereasonably determined to be appropriate in the circumstances, in order to manage insider trading risks arising underAustralianlawincludingtheCorporationsAct2001(Cth)orotherrisksduetotheCDIsbeing listedontheASX;providedthattheCommitteewillseektoimplementanysuchactionsinamanner that avoids or reduced any taxes or penalties imposed by Code Section 409A;
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(d) the number of Shares that may be issued under the Plan must not exceed the issue cap limits prescribed by ASX Listing Rules, unless shareholder approval is obtained in accordance with the ASX Listing Rules; and
(e) the Board or Committee shall be permitted to amend or modify any outstandingAwardasnecessarytoconformwiththerequirementsoftheASXListingRulesorother applicablelaws,andallAwardagreementsaredeemedamendedasnecessarytoconformwiththese requirements , provided that the Company shall seek, to the extent practicable, to cause such amendment or modification to not result in any adverse consequences to the Company under U.S. Generally Accepted Accounting Principles or to the Participant under Code Section 409A or any other applicable tax or securities law.
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