Employee Share Option Plan Rules

Terms and Conditions of the Azure Healthcare Limited Employee Option Plan

The terms and conditions of the Azure Healthcare Limited Employee Option Plan are as follows:

Operative Provisions

1. Definitions and Interpretation

1.1 Definitions

In these terms and conditions, unless the context otherwise requires:

Application for Options means a notice substantially in the form of Schedule 1;

ASX means Australian Securities Exchange Limited (ACN 008 624 691);

Bid Period, in relation to a takeover bid in respect of Shares, means the period referred to in the definition of that expression in section 9 of the Corporations Act, provided that where an off market bid is publicly announced prior to the service of the relevant bidder’s statement on the Company, the Bid Period will be deemed to have commenced at the time of that announcement;

Board means the board of directors of the Company;

Bonus Date means any date after the Issue Date and before exercise or expiry of the Outstanding Options, on which entitlements are ascertained for holders of Shares to participate in any Bonus Issue by the Company;

Bonus Issue has the meaning given to that term in the Listing Rules;

Business Day has the meaning given to that term in the Listing Rules;

Company means Azure Healthcare Limited (ACN 108 208 760);

Corporations Act means the Corporations Act 2001 (Cth);

Eligible Participant means an Employee who is declared by the Directors (in their discretion) to be an Eligible Participant for the purpose of this Plan;

Employee means a full-time or permanent part-time employee of the Company, and includes the directors and office holders of the Company at the relevant time;

Exercise Notice means a notice substantially in the form of Schedule 2;

Exercise Period means, subject to rule 5.2, the period determined by the Board on or before the date on which the Options are offered and detailed in the Option Invitation, such period to be compliant with the Company’s Security Dealing Policy;

Exercise Price means, in relation to the Options, subject to the Listing Rules and rule 7, the price determined by the Board on or before the date on which the Options are offered and detailed in the Option Invitation;

Expiry Date means, subject to rule 4.2, the date determined by the Board and detailed in the Option Invitation to be provided to the Prospective Option Holder on or before the Issue Date;

Issue Date means the date on which an Option is issued by the Company as set out in the Option Certificate for the Option;

Listing Rules means the official listing rules of the ASX;

Option Certificate means the certificate issued by the Company to an Option holder setting out:

(a)   the number of Options to which the certificate relates; and

(b)   the Issue Date, Exercise Price and Expiry Date of those Options.

Option Holder means a person registered in the Company’s register of option holders as the holder of Options;

Option Invitation means the letter of offer to acquire Options given to an Eligible Participant and including the Application for Options;

Option Plan means the Azure Healthcare Limited Employee Option Plan constituted by these terms and conditions, the Option Invitation and the Application for Options;

Options means options over unissued Shares issued pursuant to this Option Plan;

Outstanding Options means, in relation to an Option Holder, Options that remain unexercised from time to time;

Retire means when an Employee’s employment or engagement as a full-time salaried employee ceases as a result of the Employee either:

(a)   reaching 65 years of age or an earlier lawful retirement age;

(b)   being retrenched; or

(c)   being made redundant,

and Retirement has a corresponding meaning;

Shares means fully paid ordinary shares in the capital of the Company;

Total and Permanent Disablement means, in relation to an Eligible Participant or Option Holder, that that person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the person unlikely ever to engage in any occupation with the Company or any similar company for which he or she is reasonably qualified by education, training or experience.

Please read the full Employee Share Option Plan HERE.