Summary of Material Terms of the Executive Service Agreement for David Bortolussi
Material Term Summary
Commencement Date: Expected to be early 2021 calendar year (date to be confirmed subject to
existing employment commitments).
Term: Ongoing (no fixed term).
Total Fixed Remuneration: AUD 1,750,000 per annum (inclusive of superannuation), to be reviewed
annually.
Relocation Allowance: An allowance will be paid to assist David with his relocation from Melbourne to
Sydney.
Short Term Incentive (STI): On an annual basis, David will be entitled to participate in the Company’s STI
plan. For the 2020/21 financial year, David may receive an STI payment of a
target of 120% of his Total Fixed Remuneration based on the achievement of
performance objectives to be determined by the Board. As for all senior
executives, the STI payment is subject to adjustment by an individual multiplier
of between 0% and 130% based on the Board’s assessment of David’s individual
performance.
Long Term Incentive (LTI): On an annual basis, David will be invited to take up performance rights under
the Company’s LTI plan. For the 2020/21 financial year, David will be offered
performance rights equivalent to 150% of his Total Fixed Remuneration with
vesting assessed over a three-year period based on performance hurdles and
vesting conditions to be determined by the Board.
Transition Benefits: On a one-off basis, David will receive the following transition benefits as partial
compensation for vested and unvested STI, LTI and other entitlements that he
will forfeit on resigning from his current employment:
• AUD 1,270,000 cash payment on commencement date; and
• AUD 3,700,000 of rights to acquire ordinary shares calculated by
reference to the 90-day VWAP over the period that ends five ASX
trading days before the commencement date, with 50% vesting on the
first anniversary of the commencement date and the remaining 50%
vesting on the second anniversary of the commencement date. These
rights will not be subject to performance hurdles but are otherwise
issued on terms similar to performance rights.
Other than to meet any tax obligations, no shares held by David can be sold until
David holds sufficient shares to meet the company’s minimum shareholding
requirement.
The transition benefits equate to approximately 80% of the total potential
entitlements that David will forfeit, the majority of which are not at risk and
subject to time-based vesting only.
Notice Period: Generally, resignation by David requires six months’ notice and termination
(other than for cause) by the Company requires twelve months’ notice.
Leave: Five weeks per annum paid annual leave
Other Terms: The agreement also includes standard terms covering expense reimbursement,
conflicts of interest, confidentiality, intellectual property and moral rights,
clawbacks and restraints upon termination (which address non-competition, as
well as non-solicitation of employees, customers and suppliers).
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