Looks like Cottee was really looking for the SOA to get up, he would have been rolling in the money, he would have got all his shares and performance bonuses, plus are they allowing for any share consolidations that we have had over the last few years, doesn't look like it.
The 1,854,229 Share Rights comprise:
- 18,319 Share Rights with coverage under the Company’s Long Term Incentive Plan Policy for the Plan Year commencing 1 July 2014 (2014 LTIP) and otherwise the terms described in this Explanatory Statement (2014 Share Rights); and
- 1,835,910 Share Rights with coverage under the Company’s Long Term Incentive Plan Policy for the Plan Year commencing 1 July 2017 (2017 LTIP) and otherwise the terms described in this Explanatory Statement (2017 Share Rights).
At the 2015 Annual General Meeting held on 2 November 2015, Shareholders approved issuing Mr Richard Ian Cottee (or his nominee), 3,827,746 “Future Share Rights” under the Company's Employee Rights Plan and Long Term Incentive Plan for the Plan Year commencing 1 July 2015 (
2015 LTIP) to cover Plan Years commencing 1 July 2016 and 1 July 2017 (
Future Share Rights). Future Share Rights are to be issued on the occurrence, of a 'change of control event' (described below), or if the Board determines in its absolute discretion that a 'change of control event' is likely to occur.
The maximum number of Share Rights to be issued to Mr Cottee under the Employee Rights Plan pursuant to Resolution 6 is 1,854,229. If the Share Rights vest and are exercised, the Share Rights will deliver an equivalent number of Shares in the Company to Mr Cottee.
The number of 2014 Share Rights to be issued to Mr Cottee was determined by the Board as an adjustment to the number of existing Share Rights with coverage under 2014 LTIP previously issued to Mr Cottee, in accordance with the Company’s Employee Rights Plan and the Company’s Long Term Incentive Plan Policy.
as determined by the Board. The terms of the 2017 LTIP provide coverage for various levels of eligible employees up to an LTIP Percentage of 30%.
The Board has determined to
waive this term of the 2017 LTIP in respect of Mr Cottee and instead
has allocated him an LTIP Percentage of 50% for the purposes of
Performance criteria – 2014 Share Rights and 2017 Share Rights
Both the 2014 Share Rights and 2017 Share Rights are subject to two performance hurdles (described below), each with 50% weighting. calculating his 2017 Share Rights.
Performance criteria – 2014 Share Rights and 2017 Share Rights
Both the 2014 Share Rights and 2017 Share Rights are subject to two performance hurdles (described below), each with 50% weighting.
In accordance with the terms of the Employee Rights Plan, the Board has a discretion to waive the performance criteria prescribed in Mr Cottee's Plan Offer prior to the expiry date for the Share Rights.
Change of control events
The Board has determined, in accordance with its discretion under the Employee Rights Plan, that if a 'change of control event' occurs, or if the Board determines in its absolute discretion that a 'change of control event' is likely to occur:
- all of Mr Cottee's unvested 2014 LTIP Share Rights and 2017 LTIP Share Rights will automatically have any and all performance criteria waived and will immediately vest at 100% in which case Shares will be allocated subject to the valid exercise of those Share Rights by Mr Cottee; and
- Prior to the commencement of a 'change of control event' the Board (being those Directors of the Board prior to the commencement of the 'change of control event') also retains a discretion to approve the payment to Mr Cottee of the cash value of his Share Rights which have not been exercised, such payment to be made the earlier of 30 days from the 'change of control event' or August in the current Plan Year.
For these purposes, a
'change of control event' means the occurrence any of the following:
- any person, either alone or together with any associate (as defined in the Corporations Act), acquires a relevant interest (as defined in the Corporations Act) in more than 50% of the issued Shares in the Company as a result of a takeover bid;
- any person, either alone or together with any associate (as defined in the Corporations Act), acquires a relevant interest
(as defined in the Corporations Act) in more than 50% of the issued Shares in the Company through a scheme of arrangement;
