Tiaro Coal : Executive Remuneration

Executive Remuneration

Peter John Meers Executive Chairman
Dan Buckley Chief Executive Officer
Jacob Rebek Executive Director / Chief Geologist

ASX Announcement

16 April 2014

The Company has previously advised shareholders of executive remuneration detail. The board of directors recently approved the inclusion of a long-term incentive package (performance shares) to form part of existing contractual arrangements. Details are included in the Key Contract Terms below.
In accordance with ASX Listing Rule 3.16.4 (Material Items of an Employment Contract), Tiaro Coal Limited hereby advises shareholders the following consolidated executive remuneration benefit summaries.

Executive Chairman - Key Contract Terms

A summary of the Executive Chairman contract is provided below.
Term 1 August 2013 on a five year term
Fixed Remuneration $250,000 per year plus statutory superannuation
Long Term Incentive 500,000 shares issued on signing the agreement (subject to the approval of shareholders at the upcoming 2014 Annual General Meeting).
Plus the potential for the Company to issue 6,000,000 performance shares if certain share price targets are achieved:

• the first 2,000,000 tranche requires the share price to be greater than

$0.20 for at least 5 business days during the 12 month period ending
31 July 2014.

• the second 2,000,000 tranche requires the share price to be greater than $0.30 for at least 5 business days during the 24 month period ending 31 July 2015.

• the final 2,000,000 tranche requires the share price to be greater than

$0.40 for at least 5 business days during the 36 months ending 31 July
2016.
The issue of the performance shares is subject to compliance with the ASX Listing
Rules and the Corporations Act 2001 (Cth) including shareholder approval.
Termination The Board may immediately terminate, by written notice, Mr. Meers' employment, for misconduct. On termination of employment for any other reason (other than misconduct) Mr. Meers will be entitled to receive from the Company: -

• 12 months of annual salary and superannuation entitlement from the date of termination; and

• Payment in lieu of any accrued annual leave, if any, which Mr.

Meers is entitled to as at the date of termination; and

• if the Company initiates the termination the next unvested and unexpired tranche of 2,000,000 Perform anc e Rights shall vest (with all subsequent tranches to expire).

Mr. Meers may terminate his employment at any time by giving not less than six
(6) months written notice to the Company.

Level 2, 131 Macquarie Street Telephone [phone]

Sydney NSW 2000 Australia Facsimile [phone]=

www.tiarocoal.com.au

Chief Executive Officer - Key Contract Terms

A summary of the Chief Executive Officer contract is provided below.
Term 2 July 2012 on a three year term
Fixed Remuneration $340,000 per year plus statutory superannuation
Long Term Incentive 500,000 shares issued on signing the agreement (subject to the approval of shareholders at the upcoming 2014 annual general meeting).
Plus the potential for the Company to issue 1,500,000 performance shares if certain share price targets are achieved.

• the first 500,000 tranche requires the share price to be greater than

$0.20 for at least 5 business days during the 12 month period ending 1
August 2014.

• the second 500,000 tranche requires the share price to be greater than

$0.30 for at least 5 business days during the 24 months ending 1
August 2015.

• the final 500,000 tranche requires the share price to be greater than

$0.40 for at least 5 business days during the 36 months ending 1
August 2016.
The issue of the performance shares is subject to compliance with the ASX Listing Rules and the Corporations Act 2001 (Cth) including shareholder approval.
In addition, an annual cash incentive, if the Company's share price over a 30 day period in the twelve month period ending:

• 15 May 2013 exceeded $0.50 - $0.599 of $100,000. (the target price was not met and no payment was made)

• 15 May 2014 exceeds $0.60 to $0.699 of $125,000

• 15 May 2015 exceeds $0.70 or greater of $150,000

Termination The Board may immediately terminate, by written notice, Mr. Buckley's employment, for misconduct.
On termination of employment for any other reason (other than misconduct)
Mr. Buckley will be entitled to receive from the Company:-

• 12 months of annual salary and superannuation entitlement from the date of termination; and

• Payment in lieu of any accrued annual leave, if any, which Mr.

Buckley is entitled to as at the date of termination; and

• if the Company initiates the termination the next unvested and unexpired tranche of 500,000 Performanc e Rights shall vest (with all subsequent tranches to expire).

Mr. Buckley may terminate his employment at any time by giving not less than six
(6) months' notice in writing to the Company.

Level 2, 131 Macquarie Street Telephone [phone]

Sydney NSW 2000 Australia Facsimile [phone]=

www.tiarocoal.com.au

Executive director / chief geologist - Key Contract Terms

A summary of the Executive director / senior geologist contract is provided below.
Term 1 August 2013 on a three year term
Fixed Remuneration $1,000 per day for days worked excluding GST if payable
Long Term Incentive 250,000 shares issued on signing the agreement (subject to the approval of shareholders at the upcoming 2014 annual general meeting).
Plus the potential for the Company to issue 1,500,000 performance shares if certain share price targets are achieved.

• the first 500,000 tranche requires the share price to be greater than

$0.20 for at least 5 business days during the 12 month period ending 1
August 2014.

• the second 500,000 tranche requires the share price to be greater than

$0.30 for at least 5 business days during the 24 months ending 1
August 2015.

• the final 500,000 tranche requires the share price to be greater than

$0.40 for at least 5 business days during the 36 months ending 1
August 2016.
The issue of the performance shares is subject to compliance with the ASX Listing Rules and the Corporations Act 2001 (Cth) including shareholder approval.
Termination Either party may terminate the agreement by giving the other party six (6) months'
notice in writing.
For more information please contact
Julian Rockett, Company Secretary Email: [e-mail] Telephone: [phone]

Level 2, 131 Macquarie Street Telephone [phone]

Sydney NSW 2000 Australia Facsimile [phone]=

www.tiarocoal.com.au