EVT : Performance Rights Plan Rules

EVT Limited

Executive Performance Rights Plan Rules

1 Definition and Interpretation

1.1 Definitions

Term	Meaning
Allocate	means:
	• the issue of a Share to or for the benefit of;
	• procuring the transfer of a Share (via the purchase on-
	market or via an off-market transfer) to of for the benefit of;
	or
	• procuring the setting aside of a Share for or on behalf of,
	a Participant (or his or her personal representative)
ASX	ASX Limited ACN 008 624 691 or the Australian Securities
	Exchange, as the context requires
ASX Listing Rules	the official Listing Rules of the ASX as they apply to the
	Company from time to time
Board	the board of directors of the Company, any committee of the
	Board or a duly authorised person or body to which the Board
	has delegated its powers under this Plan
Company	EVT Limited, ACN 000 005 103
Dealing	in relation to a Performance Right or Share (as the case may
	be), any dealing, including but not limited to:
	(a) a sale, transfer, assignment, encumbrance, option,
	swap, any alienation of all or any part of the rights
	attaching to the Performance Right or Share; and
	(b) any hedging, trading in financial products issued over
	the Company's securities by third parties or trading in
	associated products which operate to limit the economic
	risk of holding a Performance Right or Share
Eligible Employee	an employee of the Group (including a director employed in an
	executive capacity, but not including any non-executive
	director) or any other person who is declared by the Board to
	be eligible to participate in the Plan

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	1 Definition and Interpretation
Financial Misstatement	a misstatement or omission in the financial statements of a
Circumstance	Group Company or any other circumstances or events which,
	in the opinion of the Board, may, or are likely to, affect the
	Group's financial soundness or require re-statement of the
	Group's financial accounts, including, without limitation, as a
	result of misrepresentations, errors, omissions or negligence
Group	the Company and its Subsidiaries from time to time
Group Company	any company that is a member of the Group
Offer	an invitation to an Eligible Employee made by the Board under
	rule 2.1 to apply for, or participate in a grant of Performance
	Rights
Participant	a person who holds a Performance Right or Share under the
	terms of this Plan from time to time
Performance Right	an entitlement to a Share subject to satisfaction of any
	applicable conditions (including any Vesting Conditions).
	Unless an Offer expressly states otherwise, a Performance
	Right does not carry any dividend, voting or other shareholder
	entitlements.
Plan	the EVT Limited Executive Performance Rights Plan as
	set out in these Rules
Rules	the terms and conditions of the Plan as set out in this
	document as amended from time to time
Share	a fully paid ordinary share in the capital of the Company
Subsidiary	means a body corporate which is a subsidiary of the Company
	within the meaning of section 9 of the Corporations Act
Takeover Bid	has the meaning given in section 9 of the Corporations Act
Takeover Event	any of:
	• a Takeover Bid being made for Shares in the Company (for
	these purposes, a Takeover Bid will be made when a
	bidder serves its bidder's statement on the Company);

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	2 Grants of Performance Rights
	• the Board recommending that shareholders accept any
	Takeover Bid for Shares in the Company; and
	• a Takeover Bid for Shares in the Company becoming
	unconditional.
Total and Permanent	permanent mental or physical impairment or incapacity to an
Disablement	extent to which, in the Board's opinion (after considering such
	medical and other evidence as the Board sees fit), renders the
	Participant unable to engage in employment with a Group
	Company or in any full-time occupation for which the Eligible
	Employee is suited or qualified by education, training or
	experience.
Trust Deed	the trust deed made between the Company and a trustee for
	the purposes of the Plan as amended from time to time
Trustee	the trustee under the Trust Deed
Vesting Condition	conditions, including any performance or service condition,
	which must be satisfied before a Performance Right vests
	under these Rules

1.2 Interpretation

In the Plan, the following rules apply unless a contrary intention appears:

1. headings are for convenience only and do not affect the interpretation of the Plan;
2. any reference in the Plan to any statute or statutory instrument includes a reference to that statute or statutory instrument as from time to time amended, consolidated, re-enacted or replaced;
3. any words denoting the singular include the plural and words denoting the plural include the singular; and
4. where any word or phrase is given a definite meaning in this Plan, any part of speech or other grammatical form of that word or phrase has a corresponding meaning.

2 Grants of Performance Rights

2.1 Invitations

1. The Board may, from time to time, in its absolute discretion, invite Eligible Employees to participate in a grant of Performance Rights upon the terms set out in the Plan and upon such additional terms as the Board determines.

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3 Prohibited Dealings

1. Where the Board invites an Eligible Employee to participate in a grant in accordance with rule 2.1(a), acceptance of the Offer must be made in accordance with the instructions that accompany the Offer.
2. Nothing limits the Board's ability to treat the conduct of an Eligible Employee in respect of an Offer (including the failure of an Eligible Employee to lodge an election not to participate within the time specified in the instructions accompanying the Offer) as valid acceptance of that Offer under these Rules.

2.2 Information to be provided to Eligible Employees

The Board will advise each Eligible Employee of the following information regarding Performance Rights:

1. the number of Performance Rights being offered, or the method by which the number will be calculated;
2. the period or periods during which Performance Rights may vest;
3. the circumstances in which Performance Rights lapse;
4. the amount (if any) that will be payable upon the grant of a Performance Right;
5. any applicable Vesting Conditions;
6. exercise conditions (if any) that must be satisfied prior to the exercise of a vested Performance Right;
7. any restrictions (including the period of restriction) on Dealing in relation to Shares acquired on vesting (and exercise, if applicable) of a Performance Right.

2.3 Offer terms take precedence

The conditions advised to an Eligible Employee by the Board at the time of an Offer shall prevail over any other provision of these Rules to the extent of any inconsistency.

2.4 Grants to or for the benefit of Eligible Employees

Unless otherwise specified in the conditions of the Offer, the Board will grant Performance Rights in the name or for the benefit of the Eligible Employee.

3 Prohibited Dealings

1. Any Dealing in respect of a Performance Right is prohibited, unless the Board determines otherwise.
2. Where the Participant Deals or purports to Deal with a Performance Right other than in accordance with rule 3(a), the Performance Right will immediately lapse.
3. The Company may implement any procedure it considers appropriate to restrict a Participant from Dealing in Shares Allocated in respect of a vested Performance Right in accordance with any restriction advised to the Participant in the Offer (including through the imposition of a holding lock or requiring that the Shares be held in trust on behalf of a Participant).

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