Employee Share Option Plan

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eligibility
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engagement
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document builder
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purchase
completed

Welcome

Thank you for choosing to create your Employee Share Option Plan with Addisons.

There are five steps to creating your plan.

Step one - Eligibility

To be eligible to use a startup concession Employee Share Option Plan, certain conditions must be met. The following questions will establish if you are eligible. If you require further information about a question, then click on the button.

Step two - Engagement

This section contains Addisons' terms of engagement and asks you to accept them.

Step three – Document Builder

In this section you input answers to drafting questions to create a set of Employee Share Option Plan documents that are bespoke to your requirements.

Step four – Purchase

You will be able to pay for your Employee Share Option Plan documents with a credit card.

Step five – Completed

Congratulations, your Employee Share Option Plan has been created. You will be able to download the Employee Share Option Plan documents in word.

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eligibility questions

q1.

Was the Company or any of its relevant related bodies listed on an approved stock exchange at the end of the Company's most recent income year before options will be issued to participants under the Option Scheme?

Yes No

q2.

Was the Company or any of its relevant related bodies incorporated by or under an Australian law more than 10 years before the end of the Company's most recent income year before options will be issued to participants under the Option Scheme?

Yes No

q3.

Will the aggregate turnover of the Company for the Company's most recent income year before the income year in which options will be issued to participants under the Option Scheme be less than $50 million?

Yes No

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eligibility continued

q5.

Is the Company an Australian resident?

Yes No

q6.

Will the options offered under this Option Scheme be granted only to employees (or directors or service providers) of the Company or a subsidiary of the Company?

Yes No

q7.

Will the options offered under this Option Scheme only be a right to acquire a fully paid ordinary share in the capital of the Company?

Yes No

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eligibility continued

q8.

Is the predominant business of the Company (whether or not stated in its constituent documents) the acquisition, sale or holding of shares, securities or other investments?

Yes No

q9.

Will participants in the Option Scheme be required to hold shares or options for the "minimum holding period"?

Yes No

q10.

Will a participant, immediately after acquiring Options under the Option Scheme, hold a beneficial interest in no more than 10% of the shares in the Company, or be in a position to cast, or to control the casting of, no more than 10% of the maximum number of votes that might be cast at a general meeting of the company?

Yes No

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Congratulations!

You have met the eligibility criteria.

Next Step

engagement

Enter your company name to accept the engagement terms and conditions

Company Name

Pty Ltd

ACN

Contact Full Name

Postal Address

Email Address

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engagement Continued

07 December 2025

Pty Ltd,
ACN

Attention:

PRIVATE AND CONFIDENTIAL

Dear ,

Terms of Engagement – Pty Ltd

Introduction

We are delighted that you have asked us to provide legal services on behalf of Pty Ltd (you), as you specify and require from time to time.

This letter and the attached Engagement Terms (together a Costs Agreement) set out the terms of our offer to provide legal services to you and constitutes our costs agreement and disclosure statement under the Legal Profession Uniform Law (NSW) (the Uniform Law).

You have asked us, through our online E-ESOP Platform, to prepare the documents to establish an employee share and option plan (ESOP), being the ESOP plan rules, a template offer letter to an ESOP participant, and circular board resolutions or a sole director record or resolutions to approve the ESOP (the Work).

Exclusions from Work

The work that you have asked us to do is limited to the Work. To avoid doubt the Work does not include preparing individual offer letters for ESOP participants or administering the ESOP once adopted.

The Work does not include personal taxation advice for the benefit of any ESOP participants. We are under no duty to update any tax law advice or to recommend changes to the ESOP documents in response to changes in any tax law after the date that the Work has been performed.

We do not provide accounting or valuation advice (whether for the purposes of calculating the value of shares in accordance with the Income Tax Assessment (Methods for Valuing Unlisted Shares) Approval 2015 or otherwise).

Our relationship as solicitors is with you exclusively as our client. All work being conducted is for your sole benefit (and for the benefit of no other person) and relates only to the Work. Unless otherwise agreed to by us in writing, the advice given by us is not for the benefit of, nor may it be relied upon by, any other party.

If you have any questions about this Costs Agreement, please do not hesitate to contact us.

Our Team

Kieren Parker of Addisons will be the partner responsible for the Work and the person whom you should contact if you wish to discuss any aspect of our engagement. Members of Kieren’s team will normally handle day to day enquiries and communication in relation to the Work.

Fees

We charge a fixed fee of $2,000 plus GST = $2,200 to carry out the Work. This includes a total of 30 minutes of telephone consultation with us in relation to the Work. Thereafter, and unless otherwise agreed in writing, we will charge you for undertaking any work in addition to the Work based on hourly rates together with expenses, disbursements and other charges as set out in the Engagement Terms.

Please note that any fee estimate or indication that we may give from time to time is, unless otherwise agreed in writing, an estimate only and not a fixed quote. The total costs may exceed the estimate. While the estimate is based on then current information and instructions and our then current understanding from you as to what services are required, our costs may exceed the estimate if further information becomes available or circumstances change which affect these matters. In this event, we will provide you with a revised estimate as soon as practicable. Where there is a significant change in your matter then, as far as possible, we will advise the impact of the change on the legal costs.

Variables

Some of the variables which may affect and change the costs estimate include: the number and duration of telephone calls or other communications; your prompt and efficient response to requests for information or instructions; whether your instructions are varied; whether documents have been revised in light of varied instructions; the lawyer or other persons with whom we deal and the level of cooperation of the lawyer’s clients and other persons involved; changes in the law; and the complexity or uncertainty concerning legal issues affecting your matter.

Substantial Change

You are entitled to be notified of any substantial change to anything disclosed in this letter.

Acceptance of Offer

This letter and the attached Engagement Terms constitute our offer to you to enter into a costs agreement. You are entitled to negotiate this with us. Please note that under the Engagement Terms, Addisons’ professional indemnity liability may be limited to a cap of $10 million per claim as permitted by law.

You may accept this offer by indicating your acceptance where prompted as part of the online E-ESOP workflow. Upon acceptance, you agree to pay for our services on the terms of this Costs Agreement.

Once again, thank you for your instructions and we look forward to working with you.
Yours Faithfully.

Kieren Parker
Partner
Direct Line: +61 2 8915 1013
Direct Fax: +61 2 8916 2000
Email: kieren.parker@addisons.com

Engagement Terms

Costs Disclosure

Thank you for choosing to work with Addisons. This document discloses information about the costs of our legal services, the terms on which we will supply our services to you as well as your rights and our obligations under the Legal Profession Uniform Law (NSW) (the Uniform Law).

Fees

The lawyers we expect to be involved in this matter and their hourly charge out rates are set out below:

Kieren Parker (Partner) : $720 plus GST (=$792);
Michael Ryan (Consultant): $690 plus GST (=$759);
Rebecca Dooley (Senior Associate): $590 plus GST (=$649);
Max Jamieson (Solicitor): $390 plus GST (=$429);
Any additional lawyers, paralegals or clerks will be charged out at the following hourly rates (current to 1 July 2021):
Partners: $700 to $900 plus GST (=$770 to $990);
Consultants: $580 to $720 plus GST (=$638 to $792);
Special Counsel: $570 to $660 plus GST (=$627 to $726);
Senior Associates: $470 to $620 plus GST (=$517 to $682);
Solicitors: $280 to $480 plus GST (=$308 to $528);
Graduates: $250 to $300 plus GST (=$275 to $330);
Paralegals: $200 to $390 plus GST (=$220 to $429); and
Legal Support: $180 to $230 plus GST (=$198 to $253).

Our rates are proportionately charged for work involving periods less than an hour. Our charges are structured in 6 minute units. For example, the time charged for an attendance of up to 6 minutes will be 6 minutes and the time charged for an attendance between 6 and 12 minutes will be 12 minutes.

Unless otherwise agreed with you, we do not charge for secretarial or word processing services during normal office hours. We will charge in accordance with paragraph 1.2(g) for secretarial and word processing services done outside normal office hours or on public holidays. We also charge at the rate set out in paragraph 1.2(g) for work performed by legal support, including work done in preparing transaction bibles, setting up, managing the content of and searching data rooms on matters and undertaking searches on various statutory registers, including the Personal Property Securities Register (PPSR).

Changes to fees and charges

Our charge out rates for fees, expenses and disbursements may change from time to time and we will notify you of any changes. To the extent that you continue to instruct us, these changed rates will apply.

Expenses, disbursements and other charges

(Disbursements) We may incur expenses and disbursements to others on your behalf, such as application or filing fees, registration fees, court fees, stamp duty, enquiry and search fees, external photocopying and other similar expenses. We will inform you of these expenses and disbursements as well as any other required payments as soon as reasonably practicable.

(Barristers, other solicitors and experts) In some matters, it is necessary and cost efficient for us to engage barristers, other solicitors and experts on your behalf. We will discuss any proposed selection and their quoted or likely fees with you beforehand.

(Other Charges) We will pass on to you the costs of any services we use or supply as part of carrying out your work, including long distance mobile phone charges and bank fees. Any disbursements will be itemised in our account.

(Foreign currency expenses) From time to time, we may incur foreign currency expenses on your behalf. We will pass on to you any bank charges we incur in dealing in another currency. We may pass on to you any loss suffered from movements in exchange rates between the time we incur the expense and the time we pay that expense after receiving payment from you if your account is not paid within 30 days.

GST

The fees, expenses and disbursements referred to in this document are exclusive of GST unless otherwise stated. Where the service provided is subject to GST, GST of 10% will be added and charged to the Client. By accepting these terms, you agree to pay us an amount equivalent to GST (if any) imposed on these charges.

Accounts

The tax invoice for the Work is due and payable when you instruct us to undertake the Work via the online ESOP workflow.
All tax invoices for work in addition to the Work are due and payable 30 days from the date of the tax invoice. You consent to us sending our tax invoices to you electronically at your usual email address or mobile phone number as specified by you. You are entitled to receive a bill of costs from us. If we send you a lump sum bill, you may request an itemised bill.

Interest on unpaid accounts

Interest at the maximum rate prescribed in Rule 75 of the Legal Profession Uniform General Rules 2015 (Uniform General Rules) (being the Cash Rate Target set by the Reserve Bank of Australia plus 2%) will be charged on any amounts unpaid after the expiry of 30 days after a tax invoice is given to you. Our tax invoices will specify the interest rate to be charged.

Trust Money

At the beginning of, or during a matter, we may ask you to pay money into our trust account in advance to cover all or part of our fees, expenses and payments to others. You authorise us to withdraw money we hold on trust and apply all or part of it in payment of our invoices, provided that, before effecting the withdrawal, we give or send you a request for payment, referring to the proposed withdrawal. This may be done by including a statement to this effect on our invoice.
By accepting our offer to provide legal services, you authorise us to receive any judgment or settlement money, or money received from any source in furtherance of your work, directly into our trust account, and to draw on any money so paid for fees, charges, disbursements and expenses in accordance with Rule 42 of the Uniform General Rules. A trust statement will be forwarded to you upon completion of the matter.
Unless otherwise agreed with you, we may determine not to incur fees or expenses in excess of the amount that we hold in trust on your behalf or for which credit is approved.

Dispute as to legal costs

The Uniform Law provides that we cannot take action for recovery of legal costs until 30 days after a tax invoice (which complies with the Uniform Law) has been given to you.

Yours Rights

It is your right to:
negotiate a costs agreement with us;
negotiate the method of billing (e.g. task based or time based);
request and receive an itemised bill within 30 days after a lump sum bill or partially itemised bill is payable;
seek the assistance of the designated local regulatory authority (the NSW Commissioner) in the event of a dispute about legal costs;
be notified as soon as is reasonably practicable of any substantial change to any matter affecting costs;
accept or reject any offer we make for an interstate costs law to apply to your matter; and notify us that you require an interstate costs law to apply to your matter.
If you request an itemised bill and the total amount of the legal costs specified in it exceeds the amount previously specified in the lump sum bill for the same matter, the additional costs may be recovered by us only if:
when the lump sum bill is given, we inform you in writing that the total amount of the legal costs specified in any itemised bill may be higher than the amount specified in the lump sum bill, and the costs are determined to be payable after a costs assessment or after a binding determination under section 292 of the Uniform Law.
Nothing in these terms affects your rights under the Australian Consumer Law.

Your rights in relation to a Dispute concerning Costs

If you have a dispute in relation to any aspect of our legal costs you have the following avenues of redress:

In the first instance we encourage you to discuss your concerns with us so that any issue can be identified and we can have the opportunity of resolving the matter promptly and without it adversely impacting on our business relationship; you may apply to the Manager, Costs Assessment located at the Supreme Court of NSW for an assessment of our costs. This application must be made within 12 months after the bill was provided or request for payment made or after the costs were paid.

Progress reports

You have the right to request a written report on progress on your matter and a written report on legal costs incurred to date or since your last bill, if any.

Duty of confidentiality to other clients

In the course of acting for other clients, we may have acquired, and/or acquire, information that is confidential. You agree that we are entitled to withhold any of this confidential information from you unless and until we obtain the relevant client’s prior consent.

Applicable law

The law of New South Wales applies to legal costs regarding this matter. However, you are able to enter into a costs agreement with us on the basis that the corresponding law of another State or Territory is applicable if the matter has a substantial connection with that State or Territory. In that event, we will disclose costs as they are applicable in that State or Territory. You have the right to contract with us that the costs assessment scheme in New South Wales is applicable in the event of any dispute as to costs.

Limitation of liability

Our liability is limited by a scheme approved under Professional Standards Legislation. Further information concerning the scheme may be obtained at the following web address: https://www.lawsociety.com.au/practising-law-in-NSW/working-as-a-solicitor-in-NSW/scheme

Termination

You may terminate our services at any time in writing to us.
We may also elect not to perform any further work for just cause on reasonable notice to you, for example (without limitation) if:
you fail to pay our bills within the time specified or fail to provide us with adequate instructions within a reasonable time;
you give us instructions that are deliberately false or intentionally misleading; if settlement of your claim is being negotiated and you fail to accept an offer of settlement which we think is reasonable;
you refuse to accept advice that Addisons (or Counsel) gives to you;
you engage another law practice to advise you on the work or any related matter without our consent; or
we believe on reasonable grounds that we have a conflict of interest.
If the costs agreement is terminated, you must pay our charges for work done, and expenses incurred, up to the date of termination (including if the matter is litigious, any cancellation fees or other fees such as hearing allocation fees for which we remain responsible). For lump sum fee matters, you must pay the part of the lump sum fee that we reasonably estimate has been incurred up to the date of termination, plus charges, expenses and disbursements, subject to your right to a costs assessment.
On termination, we are entitled to retain possession of your file, papers and documents in accordance with Engagement terms below.

Retention of file, papers and documents

Except for documents we have agreed to place in safe custody (which shall be held in accordance with Engagement terms , we will retain any papers relating to your matter upon completion for no more than 7 years. We assume you authorise us to destroy the file 7 years after the date of the final account rendered for this matter. We are entitled to retain possession of your file, papers and other documents while there is money owing to us for fees, expenses and disbursements, unless security is provided on terms satisfactory to us.

Without affecting any lien to which we are otherwise entitled at law over funds, papers and other property of yours: we shall be entitled to retain by way of lien any funds, property or papers of yours, which are from time to time in our possession or control, until all costs, disbursements, interest and other moneys due to the firm have been paid; and our lien will continue notwithstanding that we cease to act for you.

Privacy Policy

A copy of our Privacy Policy is on our web site, http://www.addisons.com
Without limiting our rights and obligations as set out in our Privacy Policy, we are required to collect the full name and address of our clients to Rule 93 of the Uniform General Rules. Accurate name and address information must also be collected in order to comply with the trust account record keeping requirements of Rule 47 of the Uniform General Rules and to comply with our duty to the courts.

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Document Builder

This section creates your Employee Share Option Plan. Each answer provides the correct information for your plan. The information buttons include our recommendations for each question.

Company Name:

ACN

Directors Name: Add More

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Document Builder Continued

q7.

When will Optionholders be able to exercise their Options?

When the Option vests Five years after the Option is granted or two days prior to the Exit Date Seven years after the Option is granted or two days prior to the Exit Date Two days prior to the Exit Date

q8.

Does the Company have a Shareholders' Agreement currently in place, and does that Shareholders' Agreement include a reference to a limit on the number of shares, options or rights that the Company may issue to employees (or other participants) under employee incentive schemes?

Yes No

q9.

How many directors does the Company have?

One Director Two or more

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Payment

Visa

Master Card

American
Express

Addisons Employee Options Plan

Contract Cost

GST

Total

$2000 AUD

$200 AUD

$2200 AUD

Congratulations!

Click here to download your employee share option plan.

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Print on company letterhead or add your company logo and export to PDF once updated for your employee

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[Date]

[Employee Name]

[Employee Address]

Dear [Employee Name]

Offer under Employee Option Plan

You are invited to participate in the employee option plan of
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ACN
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(Company) on the terms set out in this offer letter and the Employee Option Plan.

Capitalised terms used but not defined in this letter have the meaning given to them in the Employee Option Plan. In addition, the following terms have the following meanings:

Employee Option Plan	the Company’s employee option plan (as attached to this letter as Attachment 2), as amended from time to time in accordance with its terms.
Number of Options	[no. of options]
Exercise Price	$[exercise price] per Option
Vesting dates and vesting conditions	[insert details of vesting dates and conditions (if applicable).] [The Employee Option Plan includes a default vesting regime which will apply if no vesting dates or conditions are included in this offer letter.]
Restriction on disposal	[insert details of any additional restrictions on disposal]
Other terms	the rights and obligations which apply to Options, including in relation to vesting, disposal and cancellation, are specified in the Employee Option Plan. The Employee Option Plan governs the Options that are granted to you.

The Company considers that this offer of Options will qualify to access the ‘start-up’ tax concessions in the tax legislation. On that basis:

you will not be taxed on grant, vesting or exercise of the Options;
you will only be taxed on transfer of the shares or Options;
for capital gains tax (CGT) purposes, the shares you receive on exercise of the Options will be deemed to have been acquired on the day the Options are granted; and
any gain or loss you make on disposal of the shares or Options will be assessed under the CGT rules. Provided you were granted the Options at least 12 months prior to disposing of the shares or Options, you should be entitled to apply the CGT discount to reduce the gain, after applying any current or prior year capital losses.

You are encouraged to obtain your own independent professional legal and financial product advice in relation to your participation in the Employee Option Plan, prior to accepting this offer.

[You are not required to pay any consideration in relation to your acceptance of this Offer or the Company issuing the Options to you.]

You may accept this offer by returning to the Company by [insert time and date] a signed copy of the Acceptance of Offer attached to this letter as Attachment 1.

Yours Sincerely

[insert name], Director

Attachment 1 – Acceptance of Offer

Note: This acceptance of Offer contemplates acceptance by either an Eligible Person or its nominee. If the Offer is accepted by a nominee, this acceptance of Offer must be signed by both the Eligible Person and the nominee entity.

To: The Board,
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ACN
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(the Company)

I, [insert Eligible Person name] of [insert Eligible Person address]

[and my nominee/trustee company as Optionholder]

[insert name of nominee/trustee company] ACN [#] of [insert registered address of nominee/trustee company]

accept the offer dated [insert date] to participate in the Company’s Employee Option Plan.

[I/We] acknowledge that the Company has advised [me/us] to seek independent legal and financial advice in relation to the Employee Option Plan and that it is advisable that [I/we] obtain [my/our] own separate independent legal and financial advice in relation to the Employee Option Plan.

[I/We] acknowledge that [I/we] have read and agree to be bound by the terms of the Employee Option Plan.

[Each of us separately makes the following appointment and gives the following covenants:]

I irrevocably appoint each director from time to time of the Company severally as my attorney (Attorney) only to the extent necessary to satisfy my obligations under and to give effect to the Employee Option Plan. Each Attorney has the power to:

execute under hand or under seal and deliver (conditionally or unconditionally) any document in a form and of substance as the Attorney thinks fit
complete any blanks in any document
amend or vary any document as the Attorney thinks fit (including but not limited to, amending or varying the parties), and execute under hand or seal and deliver (conditionally or unconditionally) any document which effects or evidences the amendment or variation
do anything which in the Attorney’s opinion is necessary, expedient or incidental to or in any way relates to:
- any document referred to in (a) and (c) above; or
- any transaction contemplated by any document referred to in (a) and (c) above;
do anything which ought to be done by myself under any document to which I am a party (including, without limitation in relation to clauses 3 (Treatment of Options for Leavers), 5 (Issue of Ordinary Shares in respect of the exercise of Outstanding Options), 6 (Procedure on Exit Event), 7 (Listings) and 8 (Reorganisation Event and Flip Up) of the Employee Option Plan); and
do any other thing (whether or not of the same kind as the above) which in the Attorney’s opinion is necessary, expedient or desirable to give effect to the provisions of this deed.

I acknowledge that each Attorney may exercise the powers of an Attorney under this deed even if the Attorney benefits from the exercise of that power.

I undertake to ratify and confirm any act of each Attorney in exercise of the powers of attorney under this deed.

This deed is governed by and shall be construed in accordance with the laws of the state where the Company is incorporated.

Note: The two execution clauses below represent the most common methods of execution (by an individual and company respectively). These may require amendment or replacement to effect proper execution of this deed.

Executed as a Deed


Signed, Sealed and Delivered by [insert Eligible Person name] in the presence of:	...................................................................... [insert Eligible Person name]
...................................................................... Signature of Witness
...................................................................... Name of Witness

Executed by [insert name of nominee/trustee company] in accordance with Section 127 of the Corporations Act 2001 (Cth)
...................................................................... Signature of director/secretary	...................................................................... Signature of director
...................................................................... Name of director/secretary	...................................................................... Name of director

Attachment 2 – Employee Option Plan

Attached

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ACN
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(Company)

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Circulating resolution of the directors of the Company under rule [XX] of the Company’s constitution

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We, being all the directors of the Company entitled to vote on the resolutions of the board of the Company, are in favour of and assent to the following resolution:

Background	The directors noted that:
	(a) an employee share option plan and offer letter contemplated by such plan has been prepared and is attached to this resolution (Employee Option Plan);
	(b) under the Employee Option Plan the Company will grant options to employees, consultants, directors and/or advisory board members as an incentive to increase the value of the Company and its shares, and to align the interests of such persons with the Company’s shareholders;
	(c) the Employee Option Plan is designed to give eligible participants the benefits of the start-up tax concession under section 83A-33 of the employee share scheme rules in the Income Tax Assessment Act 1997 (Cth) (ESS Rules);
	(d) the Employee Option Plan is based upon the template documents published by the Australian Taxation Office (ATO);
	(e) amongst other requirements to comply with the start-up tax concession, the Company has been incorporated for less than 10 years and the options under the Employee Option Plan are subject to a minimum holding period of three years;
	(f) if it is intended that an eligible participant have the benefit of the start-up tax concession, the Company must ensure that, amongst other things, any option granted pursuant to the Employee Option Plan has an exercise price no less than the Company’s net tangible asset on a per share basis, in accordance with the ATO’s safe harbour valuation method;
	Notice: Trying to access array offset on value of type null in /home/lovedloc/domains/addisonslaw.com.au/public_html/wp-content/themes/addisons/pdf.php on line 482 (g) the offer of options pursuant to the Employee Option Plan will be the subject of further consideration (including consideration of the availability of the start-up tax concession, if relevant) and resolution by the board of the Company.
Adoption of Employee Option Plan	Resolved unanimously that the Employee Option Plan, including the draft offer letter, be adopted by the Company as at the date of this circulating resolution.
Authorisations	Each of the directors and the secretary of the Company is authorised to:
	(a) prepare and lodge with the Australian Securities & Investments Commission, or any other authority, all forms and documents;
	(b) do all things required under the Corporations Act 2001 (Cth); and
	(c) do all other things necessary, to effect the above resolution.
Counterparts	This document may be signed in counterparts and the resolution contained in this document will be passed when the last director signs this document or a counterpart of this document.

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Signed by each of the directors of the Company as approval of the above resolution:

Employee Option Plan

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ACN
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Date : [insert date of adoption by the Board]

Employee Option Plan Rules

The Rules of the Employee option plan are set out in this document.

An offer of Options is made in an Offer Letter provided by the Company. This document should be read with that Offer Letter. In this document:

Rule 1 sets out how the Employee option plan is administered. Essentially the Board administers the Employee option plan, and is responsible for the terms of any Offer made.
Rule 2 deals with the mechanics of vesting. An Option must vest before an Optionholder can exercise the Option (exercise of Options is addressed in rule 5).
Rule 2.3 provides that Options may be exercised only during the Exercise Period.
Rule 3 addresses what happens if an Optionholder leaves employment or ceases to be engaged by the Company.
Rule 4 restricts the Disposal of Options and Option Shares.
Rules 6, 7 and 8 relate to a sale of the Company, a Listing or changes to the capital structure of the Company.

The remainder of the document contains procedural provisions in relation to the Employee option plan. Definitions are set out at the end of the document.

1. Administration

1.1 Administration of Employee option plan and delegation

(a) The Employee option plan is to be administered by the Board.

(b) The Board may delegate some or all of its powers in administering this Employee option plan to a sub-committee of the Board.

(c) Subject to these Rules and the Shareholders Agreement, the Board or any sub-committee appointed to administer this Employee option plan shall have the power, in its sole discretion:

(i) to select the persons to participate in the Employee option plan (these are referred to as Eligible Persons);

(ii) to determine the terms and conditions of any Offer, including:

(A) the number of Options the subject of the Offer;

(B) the purchase price for those Options (if any);

(D) the vesting, disposal and forfeiture restrictions applying to those Options; and

(E) the manner in which the Offer may be accepted;

(iii) to amend any Offer related to any Option;

(iv) to determine appropriate procedures, regulations and guidelines for the administration of the Employee option plan; and

(v) to take advice in relation to the exercise of any of its powers or discretions under these Rules.

1.2 Calculations and adjustments

Any calculations or adjustments which are required to be made by the Board or any sub-committee of the Board, in connection with this Employee option plan will, in the absence of manifest error, be final and conclusive and binding on all Eligible Persons and Optionholders.

1.3 Absolute discretion

Where these Rules provide for a determination, decision, declaration or approval of the Board or any sub-committee of the Board, such determination, decision, declaration or approval may be made or given by the body in its absolute discretion.

1.4 Powers to be exercised by the Board

Any power or discretion which is conferred on the Board by these Rules may be exercised by the Board in the interests, or for the benefit, of the Company and the Board is not under any fiduciary or other obligation to any other person.

2. Vesting of Options

2.1 What vesting conditions may be set

(a) An Offer may specify any:

(i) vesting conditions, such as time-based vesting conditions; or

(ii) other vesting events, such as performance-based vesting events, which must be satisfied before an Option vests.

(b) The Board may, in its discretion, determine or vary any:

(i) vesting conditions; or

(ii) other vesting events,

in respect of any Option.

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(c) If vesting conditions or other vesting events are not specified in an Offer the following vesting conditions apply to any Options offered under the Employee option plan:

(i) Options:

(A) only vest while the Eligible Person remains employed with a Company Group Member, continues to provide consulting services to a Company Group Member or acts as a director or advisory board member of a Company Group Member (as applicable); and

(B) cease to vest for the duration of any unpaid leave of absence. If the unpaid leave period includes part of a month, no vesting will occur in that month.

(ii) Options vest:

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Options vest over the
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6 year period after the grant date of the Options (i.e. 24th of the Options vest at the end of each year following the grant date).

2.2 Options only vest if vesting conditions/events satisfied

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An Option will only vest on the occurrence or satisfaction of the vesting condition or other vesting events specified in respect of that Option.

2.3 How to exercise an Option

An Optionholder may exercise an Outstanding Option during the Exercise Period, by:

(a) giving to the Company a signed Exercise Notice; and

(b) paying to the Company the Exercise Price multiplied by the number of Options being exercised,

provided that the Board may disregard an Exercise Notice and return to the Optionholder the aggregate Exercise Price paid by the Optionholder if:

(c) the Company has the right to buy back and cancel some or all of the Optionholder’s vested Options under rule 3(b) and such right has not expired; or

(d) prior to receiving the Exercise Notice, the Board has notified the Optionholder that the Board will exercise its rights under rule 6.

3. Treatment of Options for Leavers

When a person becomes a Leaver and what the Board can do

(a) For the purposes of this rule 3, an Optionholder is a "Leaver" if the Optionholder ceases to be employed or contracted by, or ceases to be a director or advisory board member of, a Company Group Member. (If an Optionholder is a trust company or nominee for the Eligible Person then this rule applies as if the Optionholder is the Eligible Person.)

4. Disposal

4.1 What restrictions can be placed on a Disposal of Options?

In addition to the restrictions set out in this Employee option plan, an Offer may specify restrictions on the Disposal of any Option.

4.2 No Disposal before Exit Event

Unless otherwise consented to by the Board in writing (which consent may be given in the Board’s absolute discretion, and may be given subject to conditions) and notwithstanding any other provision in this Employee option plan but subject to rule 4.3, a legal or a beneficial interest in an Option or an Option Share may not be Disposed of until after:

(a) where a Listing occurs, the earlier of:

(i) the date that is one hundred and eighty (180) days following the Listing; and

(ii) the expiration of any underwriter imposed lock-up in connection with the Listing; and

(b) where an Exit Event other than a Listing occurs, the occurrence of that Exit Event.

4.3 Overriding restriction on Disposal in first 3 years

Unless an Optionholder disposes of an Option or an Option Share under an arrangement which meets the requirements in section 83A-130 of the Tax Act, a legal or a beneficial interest in an Option or an Option Share may not be Disposed of pursuant to rule 4.2 until the earlier of:

(a) 3 years after the grant of the Option or such earlier time as the Commissioner of Taxation allows in accordance with section 83A-45(5) of the Tax Act; and

(b) a Trigger Event (as defined in rule 3(b)).

5. Issue of Ordinary Shares in respect of the exercise of Outstanding Options

5.1 Rights attaching to Shares issued to Optionholders on exercise of Outstanding Options

(a) Subject to rule 5.2, if an Optionholder exercises Outstanding Options, the Company must:

(i) issue to the Optionholder the number of Ordinary Shares which corresponds with the number of Outstanding Options exercised, free from any Security Interest;

(ii) issue to the Optionholder a share certificate for those Ordinary Shares and enter the Optionholder into the Company’s share register; and

(iii) lodge with the Australian Securities & Investments Commission the relevant forms to reflect the issue of the relevant number of Option Shares.

(b) All Option Shares issued on exercise of Options in accordance with this rule 5.1 will:

(i) be issued as fully paid;

(ii) be free of any Security Interests; and

(iii) rank equally in all respects with the other Ordinary Shares on issue in the Company as at the date of issue and be subject to the terms of the Constitution and Shareholders Agreement (if any).

5.2 Shareholders Agreement

(a) Despite anything else in this Employee option plan, where there is a Shareholders Agreement in place, no Optionholder may receive any Option Shares upon the exercise of Options, unless:

(i) the Optionholder first executes and delivers to the Company a document (in the form prescribed by the Board) pursuant to which the Optionholder accedes to, and becomes bound by, the terms of the Shareholders Agreement; or

(ii) the Optionholder is already a party to the Shareholders Agreement.

(b) If at the time of exercise of an Option the Company does not have a Shareholders Agreement in place, an Optionholder agrees, by serving an Exercise Notice, to enter into a Shareholders Agreement if the Company subsequently adopts one, provided that all other shareholders of the Company are bound by the Shareholders Agreement. By serving an Exercise Notice on the Company, an Optionholder will be taken to have agreed to this requirement.

6. Procedure on Exit Event

6.1 What happens if there is a listing or sale of the Company or its business?

On or prior to an Exit Event, the Board may, in its absolute discretion:

(a) where there is a Reconstruction as part of the Exit Event:

(i) provide for the grant of new options in substitution of some or all of the Options on a like for like basis, by the New Holding Entity or any Related Body Corporate of the New Holding Entity; and/or

(ii) arrange for some or all of the Options to be acquired by the New Holding Entity in exchange for their Fair Market Value on the date of completion of the Reconstruction;

(b) buy back and cancel some or all of the Outstanding Options at a price equal to the price for the Shares underlying such Options implied by the Exit Event less the Exercise Price of such Options (or if the Options are ‘out of the money’, for nominal consideration);

(c) procure that another person (for example, the acquirer in the Exit Event) acquires some or all of the Outstanding Options at a price equal to the price for the Shares underlying such Options implied by the Exit Event less the Exercise Price of such Options (or if the Options are ‘out of the money’, for nominal consideration);

(d) if the price for the Shares underlying the Outstanding Options implied by the Exit Event is greater than the Exercise Price of such Options, compel the Optionholder to exercise the Options for the purpose of transferring the Option Shares as part of the Exit Event, and the Optionholder authorises the Company to collect on its behalf the Option Share transfer price payable to the Optionholder and deduct from such amount the Exercise Price for the Options;

(e) if the price for the Shares underlying the Outstanding Options implied by the Exit Event is greater than the Exercise Price of such Options, compel the Optionholder to exercise the Options, provided that the Company agrees to finance or defer the payment by the Optionholder of the Exercise Price;

(f) procure that another person (for example, the acquirer in the Exit Event) assumes the obligations of the Company under the Plan; or

(g) take the following steps:

(i) make appropriate arrangements to ensure that all Outstanding Options are able to be exercised on or prior to the Exit Date; and

(ii) use reasonable endeavours to ensure that the Option Shares issued at or about the time of an Exit Event are accorded the same rights and receive the same benefits in relation to the Exit Event as pre-existing Ordinary Shares,
or take any combination of the above steps.

6.2 What happens if there is a listing or sale of the Company or its business?

All outstanding unvested Options which do not vest upon an Exit Event will lapse upon such Exit Event.

7. Listings

Each Eligible Person and Optionholder agrees and represents that:

(a) in the event that a Listing is proposed by the Board, it will do all things and provide all assistance as is reasonably required by the Company in connection with the actual or proposed Listing, including, if required by the Company, entering into an underwriting, escrow or offer management agreement or similar agreement on market terms; and

(b) if, as part of the Listing, the Eligible Person’s or Optionholder’s Shares or the shares such person holds in the IPO Entity (as applicable) (together, the Listing Shares) are subject to the Listing Rules (including, without limitation, if the Eligible Person’s or Optionholder’s Listing Shares are "restricted securities" for the purpose of the Listing Rules), each Eligible Person or Optionholder will hold and deal with its Listing Shares in accordance with the Listing Rules.

8. Reorganisation Event and Flip Up

(a) Subject to this rule 8, the Employee option plan continues to apply in full force and effect despite any Reorganisation Event.

(b) If any Reorganisation Event occurs, the Company will procure that the terms of the Employee option plan, the number of Options or the Exercise Price, are varied in such a way as determined by the Board in its absolute discretion, which neither disadvantages nor advantages that Optionholder nor adversely effects the rights of the other holders of Shares, to account for the effect of the Reorganisation Event. For example:

(i) in a consolidation of capital – the number of Options must be consolidated in the same ratio as the Shares and the Exercise Price must be amended in inverse proportion to that ratio;

(ii) in a sub-division of capital – the number of Options must be sub-divided in the same ratio as the Shares and the Exercise Price must be amended in inverse proportion to that ratio; or

(iii) in a return of capital – the number of Options must remain the same, and the Exercise Price of each Option must be reduced by the same amount as the amount returned in relation to each Share.

(d) The Board and a Company Group Member may at any time implement a Flip Up, provided that:

(i) the Flip Up and the employee option plan proposed by the Company Group Member to supersede this Employee option plan (New Employee Option Plan) do not materially prejudice any right held by any Optionholder, or create or make more onerous any obligation of any Optionholder, under this Employee option plan; and

(ii) the Flip Up and the New Employee Option Plan are not contrary to the interests of the Optionholders as a whole.

(e) Each Optionholder and Eligible Person agrees to any such Flip Up and is bound by the New Employee Plan, and is deemed to appoint each of the directors of the Company as its attorney for the purpose of implementing the Flip Up.

9. No effect

9.1 Employee option plan does not impact on employment relationship

(a) This Employee option plan does not form any part of any contract of employment, consultancy or directorship between a Company Group Member and an Eligible Person. Options are not granted in lieu of or in substitution for salary or wages, or as compensation for reduced salary or wages

(b) Nothing in this Employee option plan:

(i) confers on an Eligible Person any right to continue as an employee, contractor or director of a Company Group Member;

(ii) affects the rights which a Company Group Member or any other person may have to terminate the employment, consultancy or office of an Eligible Person; or

(iii) may be used to increase any compensation or damages in any action brought against a Company Group Member or any other person in connection with the termination of employment or consultancy or removal from office of an Eligible Person.

9.2 Option does not give the right to new issues of shares or to vote as a Shareholder

(a) An Offer will be in respect of a single grant of Options and does not entitle an Eligible Person to participate in any subsequent grants.

(b) An Option does not confer on an Eligible Person or an Optionholder:

(i) any voting rights in respect of Shares or in respect of any other equity securities of the Company;

(ii) the right to participate in new issues of Shares or other equity securities of the Company;

(iii) the right to attend or vote at any general meeting or other meeting of holders of any Shares or other equity securities of the Company;

(iv) the right to receive any dividends or other distributions or to receive or otherwise participate in any returns of capital from the Company; or

(v) the right to participate in a liquidation or winding up of the Company.

10. General

(a) The Company is not responsible for any duties or taxes which may become payable by the Optionholder or their Eligible Person in connection with the grant of Options or any other dealing with the Options or in relation to the Option Shares.

(b) The Employee option plan and these Rules may be amended from time to time by resolution of the Board subject to the requirements from time to time of the Corporations Act. Any such amendment however, must not materially adversely affect the rights of Eligible Persons or Optionholders in respect of Options granted prior to such amendment without the consent of those Eligible Persons and Optionholders (as applicable), unless such amendment is required by, or necessitated by, law.

(c) Each Eligible Person and Optionholder agrees that it will complete and return to the Company such other documents as may be required by law to be completed by the Eligible Person or Optionholder from time to time in respect of the transactions contemplated by the Employee option plan, or such other documents which the Company reasonably considers should, for legal, taxation or administrative reasons, be completed by the Eligible Person or Optionholder in respect of the transactions contemplated by the Employee option plan.

(d) The Company may, in its sole discretion:

(i) make Offers to Eligible Persons who reside outside of Australia; and

(ii) make regulations for the operation of the Employee option plan which are not inconsistent with these Rules to apply to Eligible Persons who reside outside of Australia.

(e) Any notice regarding the Options will be sent to the registered address of the referable Optionholder as recorded in the register of Optionholders maintained by the Company.

(f) This Employee option plan is governed by and shall be construed in accordance with the laws of the state where the Company is incorporated.

11. Definitions and interpretation

11.1 Definitions

The meanings of the terms used in these Rules are set out below.

Bad Leaver	a Leaver who: 1. after the date of a Trigger Event, breaches a non-compete or non-solicit or similar restrictive covenant owed to a Company Group Member; 2. ceases to be employed or engaged by, or a director or advisory board member of, a Company Group Member, in connection with, or during the course of their engagement commits: (i) fraud, theft or dishonesty; (ii) an indictable offence other than a traffic offence, which the Board resolves is detrimental to the interests of the Company; (iii) serious or persistent breach of duty or serious or persistent neglect; or (iv) serious misconduct, including: (A) refusing or neglecting to comply with any lawful and reasonable direction given to the Leaver by the Board or CEO; (B) wilfully or recklessly damaging or causing the loss of any property of a Company Group Member or property on the premises of a Company Group Member; (C) wilfully or recklessly risking someone else’s health or the business of a Company Group Member; or (D) falsifying the records, documents or materials of a Company Group Member, and in each case treating a consultant, director or advisory board member as an employee for this purpose; or 3. in the case of a consultant, director or advisory board member, ceases to be engaged by a Company Group Member for one or more actions or omissions defined as "Disreputable" under, or which constitute a similar material breach of, the person’s appointment letter or engagement or service agreement, 4. ceases to be employed or engaged by, or a director or advisory board member of, a Company Group Member in connection with poor performance, whether due to termination by the Company Group Member or resignation in circumstances where the Company Group Member intended or was entitled to so terminate; or 5. resigns from their role as an employee, director or advisory board member of a Company Group Member, other than resignation amounting to constructive dismissal, unless in each case determined by the Board to be a Good Leaver.
Board	the board of directors of the Company from time to time.
Business Sale	a sale to a third party purchaser of all (or substantially all) of the assets and business undertaking of the Company Group (including by way of a sale of shares of the Company’s directly or indirectly owned Subsidiaries) provided that no sale or transfer undertaken to effect a corporate reorganisation of any of the Company Group will constitute a Business Sale.
Commissioner of Taxation	the office of Commissioner of Taxation created by section 4 of the Taxation Administration Act 1953 (Cth).
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Company Group	the Company and each Subsidiary (if any) from time to time, and for the purpose of clause 8(d), includes a New Holding Entity.
Company Group Member	any member of the Company Group from time to time.
Constitution	the constitution of the Company from time to time.
Corporations Act	the Corporations Act 2001 (Cth).
Dispose	in relation to a Share or Option: 1. sell, assign, buy-back, redeem, transfer, convey, grant an option over, grant or allow a Security Interest over; 2. enter into any swap arrangement, any derivative arrangements or other similar arrangement; or 3. otherwise directly or indirectly dispose of a legal, beneficial or economic interest in the Share or Option, (and Disposal has a corresponding meaning).
Eligible Person	any employee, contractor, director or advisory board member (or prospective employee, contractor, director or advisory board member) of one or more Company Group Members selected by the Board to participate in the Employee option plan.
Employee option plan	the Employee Option Plan constituted by these Rules, as amended from time to time, and the Offer.
Exercise Notice	a notice substantially in the form of Schedule 1.
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Exercise Price	in respect of an Option, the exercise price determined by the Board and included in the Offer giving rise to that Option, as amended pursuant to the terms of this Employee option plan.
Exit Date	each of: 1. in respect of a Listing, the date of admission of the IPO Entity to the official list of ASX Limited or any other recognised stock exchange; 2. in respect of a Share Sale, the date on which the parties complete the sale and purchase of the Shares; or 3. in respect of a Business Sale, the date of the first distribution to Shareholders arising from the Business Sale, or any such earlier date as nominated by the Board as the Exit Date.
Exit Event	each of: 1. a Listing; 2. a Business Sale; or 3. a Share Sale.
Expiry Date	the date on which the Option lapses.
Fair Market Value	as of any date, the fair market value of an Option, as determined by the Board in good faith on such basis as it deems appropriate and applied consistently with respect to all Options. To avoid doubt, the Board is not bound to determine the fair market value of an Option according to a valuation of the Shares at which a fundraising was in the past, or might in the future be, conducted by the Company.
Flip Up	a transaction or series of related transactions which involves the grant to Optionholders of new options in a Company Group Member or a New Holding Entity in substitution and cancellation of some or all of the Options on a like for like basis.
Good Leaver	a Leaver who is not a Bad Leaver.
IPO Entity	a member of the Company Group, a New Holding Entity or a special purpose vehicle formed for the purpose of a Listing which directly or indirectly (including through one or more interposed entities) owns at least 50% per cent (based on earnings) of the business of the Company Group.
Leaver	has the meaning given in rule 3(a).
Listing	an initial public offering of an IPO Entity and its admission to the official list of ASX Limited or any other recognised stock exchange.
Listing Rules	the ASX Listing Rules and any other rules of ASX Limited which apply to an entity while it is a listed entity (or the rules of any other recognised stock exchange (if applicable)), each as amended or replaced from time to time, except to the extent of any express written waiver by ASX Limited (or any other recognised stock exchange (if applicable)).
New Holding Entity	an entity in which equity securities are issued in exchange for Shares as part of a Reconstruction.
Offer	an offer made to an Eligible Person by or on behalf of the Board to participate in the Employee option plan.
Option	an option, granted under this Employee option plan, to acquire a newly issued Ordinary Share.
Optionholder	a person registered in the Company’s register of Optionholders as the holder of Options from time to time.
Option Share	an Ordinary Share issued as a result of the exercise by an Optionholder of its Options.
Ordinary Shares	fully paid ordinary shares in the capital of the Company with such rights and obligations as set out in the Constitution.
Outstanding Option	an Option which has vested, has not been exercised and has not lapsed.
Reconstruction	the reconstruction of the Company involving holders of Shares exchanging those Shares for equity securities in a New Holding Entity such that the equity security holders of the New Holding Entity are, or after the reconstruction become, the same or substantially the same as the former holders of Shares.
Related Body Corporate	has the meaning given in the Corporations Act.
Reorganisation Event	any one or more of the following: 1. a distribution of cash or securities by way of a return of capital; 2. a bonus issue of Shares by the Company; 3. a share split, consolidation or other similar action in respect of the share capital of the Company; or 4. any other internal reorganisation, recapitalisation, reclassification or similar event with respect to the share capital of the Company.
Rules	these terms and conditions, as amended from time to time.
Security Interest	an interest or power: 1. reserved in or over an interest in any asset including any retention of title; or 2. created or otherwise arising in or over any interest in any asset under a security agreement, a bill of sale, mortgage, charge, lien, pledge, trust or power, by way of, or having similar commercial effect to, security for the payment of a debt, any other monetary obligation or the performance of any other obligation, and includes, but is not limited to: 3. any agreement to grant or create any of the above; and 4. a security interest within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth).
Share Sale	the sale by Shareholders (in one transaction or a series of connected transactions) to a third party purchaser of all of the issued Shares provided that no Reconstruction will constitute a Share Sale.
Shareholder	a person who is the registered holder of a Share.
Shareholders Agreement	the shareholders agreement or shareholders deed in respect of the Company (if any).
Shares	shares in the capital of the Company with such rights and obligations as set out in the Constitution.
Subsidiary	has the meaning given in the Corporations Act.
Tax Act	the Income Tax Assessment Act 1997 (Cth).

11.2 Interpretation

In these Rules, unless the context otherwise requires:

(a) headings and guidance notes are for convenience only and do not affect the interpretation of these Rules;

(b) the singular includes the plural and vice versa;

(d) a reference to any statute, ordinance, code or other law includes regulations and other instruments under, and consolidations, amendments, re-enactments or replacements of, any of them;

(e) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;

(f) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;

(g) an agreement, representation or warranty on the part of or in favour of two or more persons binds or is for the benefit of them jointly and severally;

(h) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(i) a reference to a currency is a reference to Australian currency unless otherwise indicated;

(j) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(k) specifying anything after the words ‘including’ or ‘for example’ or similar expressions does not limit what else is included; and

(l) a reference to time is a reference to the time in the capital city of the state where the Company is incorporated.

Schedule 1 - Option Exercise Notice

I,........................................................................ (the Optionholder) being the registered holder of the Options specified below, elect to exercise those Options pursuant to rule 5 of the Employee Option Plan in respect of
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ACN
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(Company).

Options being exercised:

Total number of Options being exercised..................................................

Exercise Price:

Exercise Price per Option ........................................................................

Total Exercise Price ............................................................................

I agree to be bound by the provisions of the constitution of the Company, upon being issued Ordinary Shares.

Signed by the Optionholder: .......................................................................

Date: ...................................................................................................

ABN: 55 365 334 124

TAX INVOICE

Date Paid: 6 December 2025

Invoice #: 1765043525

Bill To

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Description	Qty	Unit price	Amount
Addisons	1	$2000 AUD	$2000 AUD
		Subtotal	$2000 AUD
		GST	$200 AUD
		Amount paid	$2200 AUD

sorry!

Welcome

Step one - Eligibility

Step two - Engagement

Step three – Document Builder

Step four – Purchase

Step five – Completed

eligibility questions

eligibility continued

eligibility continued

eligibility continued

Congratulations!

engagement

engagement Continued

Document Builder

Document Builder

Document Builder Continued

Document Builder Continued

Document Builder Continued

Payment

Addisons Employee Options Plan

Contract Cost

GST

Total

$2000 AUD

$200 AUD

$2200 AUD

Congratulations!

[Date]

[Employee Name]

[Employee Address]

Dear [Employee Name]

Executed as a Deed