Golden Deeps : Performance Rights Plan

GOLDEN DEEPS LIMITED ACN 054 570 777 (Company)

PERFORMANCE RIGHTS PLAN

THIS DOCUMENT is dated the

24th day of

October

2019

GOLDEN DEEPS LIMITED PERFORMANCE RIGHTS PLAN

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

1. In this Agreement:

   ASIC means the Australian Securities and Investments Commission.

   Associate has the meaning given in Section 318 of the Income Tax Assessment Act 1936.

   ASX means the ASX Limited (ACN 000 943 377).

   Board means the board of directors of the Company or committee appointed by the Board for the purposes of the Plan.

   Casual Employee means an individual who is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more or a comparable full-time position with a member of the Group Company.

   Company means Golden Deeps Limited (ACN 054 570 777). Corporations Act means the Corporations Act 2001 (Cth).

   Director means a person holding the office of a director, for the time being, of the Company.

   Eligible Contractor means:

2. an individual with whom a member of the Group Company has entered into a contract for the provision of services under which the individual performs work for a member of the Group Company; or
3. a body corporate with whom a member of the Group Company has entered into a contract for the provision of services under which an individual (who is a director of the body corporate) or his or her spouse, performs work for a member of the Group Company.

Eligible Participant means:

1. a Director or Company Secretary of any Group Company;
2. a full-time or part-time employee of any Group Company;
3. an Eligible Contractor;
4. a Casual Employee; or
5. a person who has entered into an arrangement that will result in the person becoming an Eligible Participant under Rule (a), (b), (c) or (d) above,

who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan.

Expiry Date means the date on which a Performance Right lapses (if it has not already otherwise lapsed in accordance with the Plan) as advised by the Company under rule 2.2.

Group Company means the Company, its Subsidiaries and any other entity declared by the Board to be a member of the group for the purposes of the Plan.

Holding Lock has the meaning given to that term in Chapter 19 of the Listing Rules.

Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Participant means a person who holds Performance Rights from time to time.

Performance Right means an entitlement to a Share subject to satisfaction of any Vesting Conditions and the corresponding obligation of the Company to provide the Share, pursuant to a binding contract made by the Company and an Eligible Participant in the manner set out in these rules.

Plan means the Golden Deeps Limited Performance Rights Plan as set out in this document, subject to any amendments or additions made under rule 11.

Redundancy means termination of the employment of a Participant by a Group Company due to economic, technological, structural or other organisational change where through no act or default of the Participant:

1. the Group Company no longer requires the duties and responsibilities carried out by the Participant to be carried out by anyone; or
2. the Group Company no longer requires the position held by the Participant to be held by anyone.

Retirement means termination of the employment of a Participant with a Group Company because:

1. the Participant attains the age that the Board accepts as the retirement age for that individual;
2. the Participant is unable, in the opinion of the Board, to perform his or her duties because of illness or incapacity.

Share means a fully paid ordinary share in the capital of the Company.

Subsidiary has the meaning given in section 9 of the Corporations Act.

Takeover Bid means a takeover bid (as defined in the Corporations Act) to acquire Shares.

Total and Permanent Disability means, in relation to a Participant, that the Participant has, in the reasonable opinion of the Board, become permanently incapacitated to such an extent as to render the Participant unlikely to engage in the Participant's usual occupation again.

Vesting Conditions means one or more conditions which must be satisfied or waived before the Performance Right vests in the holder, as determined by the Board.

1.2 Interpretations

In this Plan unless the context otherwise requires:

1. headings are for convenience only and do not affect its interpretation;
2. any reference in the Plan to any enactment of the Listing Rules includes a reference to that enactment or those Listing Rules as from time to time amended, consolidated, re-enacted or replaced;
3. any words denoting the singular include the plural and words denoting the plural include the singular;
4. any words denoting one gender include the other gender;
5. where any word or phrase is given a definite meaning in this Plan, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;
6. a reference to "$"or "dollar" is to Australian currency.

2. GRANT OF PERFORMANCE RIGHTS

1. Offer of Performance Rights
   Subject to any necessary approvals from the Company's shareholders or as required by law or by the Listing Rules, the Board may, from time to time, at its absolute discretion, grant Performance Rights to Eligible Participants with effect from the date determined by the Board, upon the terms set out in the Plan and upon such additional terms and Vesting Conditions as the Board determines.
2. Offer Document
   An offer of Performance Rights to an Eligible Participant (Offer) will be made in writing, and must specify:
3. 1. the date of the Offer;
   2. the last date for acceptance of the Offer of Performance Rights (Offer Closing Date);
   3. the number of Performance Rights being offered;
   4. any Vesting Conditions;
   5. the Expiry Date (if any); and
   6. any other relevant conditions to be attached to the Performance Rights or the Shares.

1. Acceptance
   To accept an Offer under rule 2.1, the Eligible Participant must submit an acceptance form on or prior to the Offer Closing Date, which acceptance form must be in the form prescribed by the Company, and must include:
2. 1. a notification that the Eligible Participant accepts the Offer;
   2. confirmation that the Eligible Participant agrees to be bound by the terms of the Plan and the Constitution of the Company; and
   3. where a Holding Lock will be applied to the Shares in accordance with rule 7.2, agreement by the Eligible Participant to the placing of a Holding Lock on any Shares provided on the exercise of the Performance Rights.
3. Grant of Performance Rights
4. 1. If an Eligible Participant has accepted an Offer in accordance with rule 2.3, the Company may at its discretion grant the Performance Rights to the Eligible Participant.
   2. An Eligible Participant will not be required to make any payment in return for the grant of any Performance Right.
5. When Offer may not be accepted
   An application under rule 2.3 will not be accepted, and no Performance Rights will be issued, if at the date the application would otherwise be accepted:
6. 1. the applicant is no longer an employee;
   2. the applicant has given notice of his or her resignation as an employee; or
   3. the applicant has been given notice of dismissal from employment.
7. Certificate
   Following the grant of Performance Rights under rule 2.4, the Company will issue the Eligible Participant with a certificate in respect of the Performance Rights that states:
8. 1. the number of Performance Rights granted;
   2. the date of grant;
   3. any Vesting Conditions; and
   4. the Expiry Date (if any); and
   5. any other relevant conditions to be attached to the Performance Rights or the Shares.