Common use of Performance Rights Clause in Contracts

Performance Rights. In consideration for the services to be provided by the Employee under this engagement, the Company will, issue up to 5,000,000 Performance Rights to the Employee (or its nominee) on the terms set out in Schedule 1 to this agreement which shall vest and be convertible into ordinary shares in the Company (on a one for one basis) as follows: (a) every time the Company enters into a binding agreement (term sheet or otherwise) with a Substantial Organisation, 250,000 of the Performance Rights will vest; and (b) in the event the Company has not entered into a minimum of four (4) binding agreements (term sheet or otherwise) with Substantial Organisations in every 12-month period, then, at the election of the Company, all remaining Performance Rights held by the Employee will lapse; and: (c) subject to paragraph (d) below, if the Mandate is validly terminated in accordance with its terms: (i) any unvested Performance Rights shall remain in existence for a period of 12 months (Run Off Period); (ii) in the event the Company is acquired, during the Run Off Period, by one of the Substantial Organisations that has been introduced by the Employee prior to the date of termination, then all unvested Performance Rights shall automatically vest; (iii) the Employee will no longer be able to achieve vesting of any unvested Performance Rights by achieving the criteria set out in clause 3.1(a) (because the Employee will no longer be performing any services for the Company); and (iv) at the end of the Run Off Period, all unvested Performance Rights shall automatically lapse, unless the period is extended by mutual agreement; and (d) in the event the Company terminates this Mandate in accordance with clause 4.1, all unvested Performance Rights will automatically lapse.