Non-Australian Resident Employee Share Acquisition Plan PLAN RULES Cardno Limited ACN 108 112 303
TABLE OF CONTENTS 1.0 DEFINITIONS... 1 2.0 ELIGIBILITY... 2 2.1 Basic requirements... 2 2.2 Changes in status... 2 2.3 Refusal of participation... 2 3.0 INVITATION AND APPLICATION... 2 3.1 Invitation... 2 3.2 Maximum benefit permitted... 2 3.3 Application... 3 3.4 Personal nature of participation... 3 3.5 Overriding restriction... 3 4.0 ALLOCATION OF SHARES... 3 4.1 Acquisition of Shares... 3 4.2 Advice to Participants... 3 4.3 Transaction costs... 3 4.4 Listing... 3 5.0 RESTRICTION ON DISPOSAL OF SHARES... 3 5.1 No disposal... 3 5.2 Restriction Period... 4 6.0 RESTRICTION... 4 7.0 EMPLOYEES BOUND BY RULES, APPLICATION FORM AND CONSTITUTION... 4 8.0 ADMINISTRATION OF THE PLAN... 4 8.1 Administration... 4 8.2 Directors powers... 4 8.3 Limitation on amendments... 5 8.4 Directors discretion... 5 9.0 DUTIES AND TAXES... 5 10.0 NO COMPENSATION OR DAMAGES... 5 10.1 Terms of employment not affected... 5 10.2 No right to compensation... 5 11.0 NOTICE... 6 12.0 GOVERNING LAW... 6 13.0 INTERPRETATION... 6 711337v3/S2
Plan Rules BACKGROUND The Company wishes to establish an employee equity arrangement to be known as the Non-Australian Resident Employee Share Acquisition Plan ( the Plan ) under which certain employees may be granted the opportunity to acquire shares in the Company. OPERATIVE PROVISIONS 1.0 DEFINITIONS In these Rules: ASX means ASX Limited; Company means Cardno Limited ACN 108 112 303; Constitution means the constitution of the Company from time to time in force; Directors means the board of directors for the time being of the Company or any duly constituted committee thereof; Discount has the meaning given in Division 83A 1 of the Tax Act; Employee means a person who is at any material time an employee, who is regarded as a non-australian resident for tax purposes, of any Group Company or who is otherwise at any material time designated by the Directors in their absolute discretion as such for the purposes of the Plan; Group means together the Company and its subsidiaries; Group Company means any company, including without limitation the Company, which is at any material time a member of the Group; Law means the Corporations Act 2001 (Cth); Listing Rules means the official listing rules of the ASX from time to time in force as they apply to the Company; Participant means an Employee who acquires Shares, or for whom Shares are acquired, under the Plan; Plan means the Cardno Limited ACN 108 112 303 Non-Australian Resident Employee Share Acquisition Plan set out in the Rules; Restricted Share means a Share acquired under the Plan subject to restrictions under Rule 5.0; 1 The Plan previously operated under Division 13A of the Income Tax Assessment Act 1936. This has been replaced by Division 83A of the Income Tax Assessment Act 1997 (ITAA 1997) which deals with the taxation treatment of the Employee Share Scheme (ESS). 711337v3/S3 Non-Australian Resident Employee Share Acquisition Plan Page 1
Rule means one of the Rules; Rules means these rules as amended or replaced from time to time in accordance with Rule 8.0; Share means a fully paid ordinary share in the capital of the Company; Tax Act means the Income Tax Assessment Act 1997 (Cth) or the Income Tax Assessment Act 1936 (Cth) as appropriate; and 2.0 ELIGIBILITY 2.1 Basic requirements Subject to Rule 3.2, a person is only eligible to become a Participant if he or she: 2.2 Changes in status is an Employee who is not one of the Directors; is a non-australian resident for tax purposes; and has satisfied any relevant criteria from time to time as determined by the Directors for the purpose. The Directors may at any time in their absolute discretion change the eligibility status of any individual Employee or group of Employees for the purposes of the Plan. 2.3 Refusal of participation The Directors may at any time in their absolute discretion refuse participation in the Plan in whole or in part for any particular Employee or group of Employees even if the eligibility criteria for participation have been satisfied. 3.0 INVITATION AND APPLICATION 3.1 Invitation An invitation to participate in the Plan may: (d) (e) be made by the Company at any time; be in any form; be for a specified financial year; relate to a specified number or specified value of shares; and be on any conditions (including without limitation performance conditions) and/or subject to any restrictions; as the Directors may from time to time in their absolute discretion determine. 3.2 Maximum benefit permitted The aggregate Discount allocated under the Plan may not exceed A$1,000 (or such other amount as specified in section 83A-35 of the Tax Act) in respect of any financial year for an individual Employee. 711337v3/S3 Non-Australian Resident Employee Share Acquisition Plan Page 2
3.3 Application An application to participate in the Plan must be made in accordance with the instructions which accompany the invitation or in any other way the Directors may in their absolute discretion determine. 3.4 Personal nature of participation An invitation is not transferable, and an Employee may apply for Shares only in his or her name and not on behalf of another person. 3.5 Overriding restriction No Share may be allocated to any Employee if and to the extent that there would occur as a result a breach of the Constitution, the Law or the Listing Rules. 4.0 ALLOCATION OF SHARES 4.1 Acquisition of Shares 4.2 Advice to Participants Shares may be acquired by or on behalf of Participants by way of subscription for new Shares or by way of purchase of Shares already in issue. Shares acquired under the Plan will: 4.1.b.1 rank equally with all existing Shares from the date of acquisition in respect of all rights issues, bonus issues, dividends and other distributions to, or entitlements of, holders of existing Shares made or declared after their acquisition; and 4.1.b.2 be subject to any restrictions or other conditions determined by the Directors in their absolute discretion. The Company will advise each Participant of the number of Shares that have been acquired by or on behalf of him or her. 4.3 Transaction costs The Company may, but is not required to, bear all brokerage, commission, stamp duty or other transaction costs payable in relation to the acquisition of Shares under the Plan. 4.4 Listing The Company shall, at its own expense, and within the time required by the Listing Rules, apply for official quotation on the ASX of any Shares acquired under the Plan which are not already quoted on the ASX. 5.0 RESTRICTION ON DISPOSAL OF SHARES 5.1 No disposal A Participant may not dispose of any Shares acquired by him or her or on his or her behalf under the Plan while they are Restricted Shares, and the Company may refuse to register any purported transfer of a Restricted Share. 711337v3/S3 Non-Australian Resident Employee Share Acquisition Plan Page 3
5.2 Restriction Period A Share acquired by a Participant under the Plan will be a Restricted Share until the earlier of: the end of the period of 3 years from the date of its acquisition or any other period determined by the Directors in their absolute discretion; and the time when the Participant ceases to be an Employee. 6.0 RESTRICTION The Board must not invite an eligible employee to participate in the Plan unless: Chapter 6D of the Law does not apply to this invitation; or The invitation does not need disclosure to investors because of section 708 of the Law; or An exemption from Part 6D.2 and 6D.3 of the law applies to the invitation and all conditions and requirements of that exemption are satisfied or the invitation complies with Part 6D.2 and 6D.3 of the Law. 7.0 EMPLOYEES BOUND BY RULES, APPLICATION FORM AND CONSTITUTION By completing and returning an application to participate in the Plan, a Participant agrees to be bound by the terms of the application, the Rules and the Constitution. 8.0 ADMINISTRATION OF THE PLAN 8.1 Administration The Plan shall be administered by the Directors whose decision on all disputes shall be final. 8.2 Directors powers The Directors may in their absolute discretion: (d) (e) delegate to any person for such period and on such terms as they may think fit the exercise of any of these powers or discretions under the Plan; decide on appropriate procedures for administering the Plan including without limitation the form of application forms and other forms and notices to be issued under the Plan; resolve conclusively all questions of fact or interpretation concerning the Plan and the Rules and any dispute of any kind that arises under the Plan; amend, add to or waive any provision of the Plan (including without limitation this Rule 8.2) or any restriction or other condition relating to any Shares allocated under the Plan but subject to Rule 8.3 and the Listing Rules; and waive any breach of a provision of the Plan. 711337v3/S3 Non-Australian Resident Employee Share Acquisition Plan Page 4
8.3 Limitation on amendments The Directors may not make any amendment to the provisions of the Plan, or to any restriction or other condition relating to any Shares allocated under the Plan, which reduces the rights of Participants in respect of Shares allocated to them before the date of the amendment but may, notwithstanding this limitation, make any such amendment the primary purpose of which is: to comply with present or future legislation governing or regulating the maintenance or operation of the Plan or similar plans; to correct any manifest error; or to take into consideration possible adverse tax implications in respect of the Plan arising from (among other things): 8.3.c.1 actual or proposed changes to tax legislation; or 8.3.c.2 changes in the interpretation of tax legislation by a court or tribunal of competent jurisdiction. 8.4 Directors discretion The board has absolute and unfettered discretion: to act or refrain from acting under the Rules or concerning the Plan or any Shares allocated under the Plan; and in exercising any power or discretion concerning the Plan or any Shares allocated under the Plan. 9.0 DUTIES AND TAXES The Company: is not responsible for any duties or taxes which are or may become payable on the transfer, allotment or issue of Shares under the Plan or any other dealing with the Shares (except to the degree it may accept them in accordance with Rule 4.3); and may make any withholding or payment which it is required by law to make in connection with the Plan or the Shares. 10.0 NO COMPENSATION OR DAMAGES 10.1 Terms of employment not affected The rights and obligations of a Participant under the terms of his or her employment by a Group Company are not affected by his or her participation in the Plan. These Rules do not form part of, and will not be incorporated into, any contract of engagement or employment between a Participant and his or her employer. 10.2 No right to compensation No Participant has or will have any right to compensation or damages for any loss or any right or benefit under the Plan as a result of the termination (for whatever reason) of his or her employment with any Group Company. 711337v3/S3 Non-Australian Resident Employee Share Acquisition Plan Page 5
11.0 NOTICE Any notice, demand, consent or other communication to be given in connection with the Plan must: (d) be in writing; give the address of the recipient (being its registered office or other place of business in the case of a Group Company or, in the case of an Employee, his or her home address last notified in writing to the relevant employing Group Company); be left at or sent by prepaid post to that address; and be deemed to be served on the day of delivery or three days after the date of posting by prepaid post (as the case may be). 12.0 GOVERNING LAW The Plan shall be governed by and construed in accordance with the laws of Queensland and the Commonwealth of Australia. 13.0 INTERPRETATION In the Rules, unless the context requires otherwise: (d) (e) (f) (g) the singular number includes the plural and the other way around; words of one gender include the other genders; a reference to any legislation includes any amendment to that legislation, any consolidation or replacement of it, and any subordinate legislation made under it; a reference to a provision in any legislation includes a reference to a provision in any amendment, consolidation or replacement of that legislation which, in the opinion of the Board, corresponds with the first mentioned provision; an expression defined in section 9 of the Law has the same meaning as in that section; if any provision in the Rules is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions is not affected or impaired; and if the day on or by which something must be done is not a business day in the place where it must be done, it may be done on the next business day; and headings are in any event for convenience only and do not affect interpretation. 711337v3/S3 Non-Australian Resident Employee Share Acquisition Plan Page 6