Exhibit 10.5
EMPLOYEE INCENTIVE PLAN
EMPLOYEE LONG TERM INCENTIVE PLAN
OPTION ADJUSTMENT NOTICE
[FOR OPTIONHOLDERS RESIDENT IN AUSTRALIA]1[FOR OPTIONHOLDERS RESIDENT OUTSIDE OF AUSTRALIA]2
December 18, 2024
| Overview [This document outlines that, following the implementation of the Share and Option Schemes of Arrangement, any options over shares of Anteris Technologies Ltd held by you have been converted to options over ATGC CDIs. The number of options you hold remains unchanged, as do their vesting conditions, exercise price(s) and expiry date(s).]3 | |
| [This document outlines that, following the implementation of the Share and Option Schemes of Arrangement, any options over shares of Anteris Technologies Ltd held by you have been converted to options over shares of Anteris Technologies Global Corp. The number of options you hold remains unchanged, as do their vesting conditions and expiry dates. However, the exercise price of those options has been adjusted to reflect the conversion from an Australian dollar amount to a U.S. dollar amount, based on the prevailing exchange rate on the implementation date of the Schemes.]4 |
Introduction
You are receiving this notice (this “Notice”) because Anteris Technologies Ltd (f/k/a/ Admedus Ltd), an Australian company (“ATL”), previously granted Options to you under the Admedus Ltd Employee Incentive Plan and/or the Admedus Ltd Employee Long Term Incentive Plan (each, a “Plan” and collectively, the “Plans”) and a related Invitation Letter(s) (the “Invitation Letter(s)”) that remain unvested and/or unexercised as of December 16, 2024 (the “Outstanding Options”). The purpose of this Notice is to inform you that, in connection with the recent reorganization of ATL, which included the formation of a new, publicly traded U.S. parent company above ATL, as further described below (the “Reorganization”), the Board of Directors of ATL (the “ATL Board”) took action pursuant to its authority under each Plan to adjust certain terms of the Outstanding Options to take into account the impact of the Reorganization on the Award (collectively, the “Reorganization Adjustments”). Capitalized terms used, but not otherwise defined, in this Notice will have the meanings given to such terms in the applicable Invitation Letter and, if not defined therein, in the applicable Plan.
The Reorganization
For the purpose of reorganizing the operations of ATL, ATL formed Anteris Technologies Global Corp. (“ATGC”) and incorporated the new entity in the state of Delaware in the United States to become the ultimate parent company of ATL. To that end, pursuant to a scheme of arrangement under Australian law between ATL and its shareholders, ATGC received all of the issued and outstanding ordinary shares of ATL (the “ATL Shares”) and issued to ATL’s shareholders either one share of ATGC common stock, par value US$0.0001 per share (“ATGC Common Stock”), for every one ordinary share of ATL (the “Conversion Ratio”), or one CHESS Depositary Interest (“CDI”) over ATGC Common Stock for every one ordinary share of ATL. Subsequently, on December 16, 2024 (EST)(the “IPO Date”), ATGC issued ATGC Common Stock in an initial public offering on The Nasdaq Capital Market (the “IPO”). In connection with the Reorganization, ATL de-listed its securities from the Australian Securities Exchange (the “ASX”) and, on implementation of the Reorganization, became a wholly-owned subsidiary of ATGC. In addition, in connection with the Reorganization, ATGC assumed the Plans for purposes of assuming the Outstanding Options, subject to the Reorganization Adjustments. For more information about the Reorganization, please refer to the Registration Statement on Form S-1 originally filed by ATGC with the U.S. Securities and Exchange Commission on November 22, 2024, as amended (the “Registration Statement”). The Registration Statement is available online through a search for “Anteris Technologies Global Corp.” at www.sec.gov/search-filings. Please note that, pursuant to a scheme of arrangement under Australian law between ATL and its optionholders (the “Option Scheme of Arrangement”), the Reorganization Adjustments were implemented by way of a cancellation of the Outstanding Options and a grant of replacement options. This distinction does not ultimately impact the terms of your Outstanding Options.
1 Note to Draft: Include for individuals resident in Australia.
2 Note to Draft: Include for individuals resident outside of Australia.
3 Note to Draft: Include for individuals resident in Australia.
4 Note to Draft: Include for individuals resident outside of Australia.
1
The Reorganization Adjustments
Section 8.1.1 of each Plan provides that the ATL Board may make equitable adjustments to the number of Options awarded to a Participant or to the Exercise Price of the Options if there is a Variation of Capital Event, which includes a reorganization. Furthermore, Section 8.1.2 of each Plan provides that if new Options are granted in connection with any such adjustment in number or Exercise Price, the Options will be subject to the same terms and conditions as the original Options.
In connection with the Reorganization and to ensure you retain the value of the Outstanding Options immediately prior to the Reorganization and immediately following the Reorganization, the ATL Board adjusted the following terms of your Outstanding Options pursuant to their terms and the Option Scheme of Arrangement on the date of implementation of the Reorganization and made the following changes to each Plan, as assumed by ATGC:
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[Your Outstanding Options were converted into nonqualified stock options to purchase CDIs (the “ATGC Options”).]5
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[Your Outstanding Options were converted into nonqualified stock options to purchase ATGC Common Stock (the “ATGC Options”).]6
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[The number of Outstanding Options subject to your Award has not changed. The Exercise Price of each Outstanding Option has been adjusted to reflect the conversion from an Australian dollar exercise price to a U.S. dollar exercise price, based on the exchange rate in effect on the Schemes’ implementation date.]7
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Prongs (a) and (b) of the definition of “Event” used in each Plan will not apply to the ATGC Options because ATGC is a U.S.-based company.8
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All references to “Shares” and “Shareholders” in each Plan and in your Invitation Letter(s) were amended to reference ATGC Common Stock and shareholders of ATGC, respectively.
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All references to the “Company” and “Board” in each Plan and in your Invitation Letter(s) were amended to reference ATGC and the Board of Directors of ATGC, respectively; provided, however, that if you are employed by or provide services to ATL, then any reference to the “Company” with respect to your employment or services shall mean ATL.
5 Note to Draft: Include for individuals resident in Australia.
6 Note to Draft: Include for individuals resident outside of Australia.
7 Note to Draft: Include for individuals resident outside of Australia.
8 Prongs (a) and (b) are defined in each Plan as: (a) a Takeover Bid is made for the Company and the Board resolves to recommend the bid to Shareholders of the Company; and (b) a court convenes a meeting of Shareholders to be held to vote on a proposed scheme of arrangement pursuant to which control of the majority of the Shares in the Company may change.
2
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If you are an “Executive Officer” as defined under the ATGC Compensation Clawback Policy9, your ATGC Options may be subject to clawback under such policy, depending on the terms of such awards.
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[The Plans and ATGC Options will be subject to U.S. securities laws in addition to any applicable Australian securities laws, and the ATGC Options will be governed by U.S. law.]10
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[The Plans and ATGC Options will be subject to U.S. securities laws, any applicable Australian securities laws, as well as the securities laws of your country (if you reside in a country other than the U.S. or Australia), and the ATGC Options will be governed by U.S. law.]11
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All references to the “Securities Trading Policy” in each Plan were amended to reference ATGC’s “Insider Trading Policy”.
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[The Exercise Price of certain ATGC Options may need to be adjusted for U.S. tax purposes after the date of this Notice. If your ATGC Options are among those requiring adjustment, you will be notified separately of that need.]12
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Certain optionholders may be restricted from selling any shares of ATGC Common Stock, including those received upon exercise of any vested ATGC Options after the IPO Date for a period of six months. You will be notified separately if you are subject to the lock-up requirement.
[The number of Outstanding Options subject to your Award(s) has not changed. The Exercise Price of each of the Outstanding Options has not changed, including that the Exercise Price of the Outstanding Options remains denominated in Australian dollars.]13
Unless otherwise set forth above, your Outstanding Options will continue to be subject to the terms and conditions (including the applicable vesting schedule) set forth in your Invitation Letter(s). This Notice shall be taken together with, and shall serve as an amendment to, the applicable Plan and applicable Invitation Letter governing your Outstanding Options.
9 “Executive Officer” generally means ATGC’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of ATGC in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for ATGC. Executive officers of ATGC’s subsidiaries are deemed executive officers of ATGC if they perform such policy making functions for ATGC. Please contact Human Resources if you have any questions about whether the policy applies to you.
10Note to Draft: Include for individuals resident in Australia.
11Note to Draft: Include for individuals resident outside of Australia.
12 Note to Draft: Include for individuals resident outside of Australia.
13Note to Draft: Include for individuals resident in Australia.