Insert name

date

Insert

Insert address
Dear [insert name]

Offer under Employee Option Plan

You are invited to participate in the employee option plan of [insert company
name and ACN] (Company) on the terms set out in this offer letter and the
Employee Option Plan.
Capitalised terms in this letter have the meaning given to them in the Employee
Option Plan.
Employee Option
Plan

the Companys 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

[insert number of Options]

Exercise Price

[insert 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 (25% of Options to vest 12 months
after issue and the remaining 75% of
Options vest on a quarterly basis over the
next 3 years) which will apply if no vesting
dates or conditions are included in this offer
letter]

[Restrictions 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
forfeiture, are specified in the Employee Option
Plan. The Employee Option Plan governs the
Options that are issued to you
Note: The following statement about tax consequences is only applicable
where the grant of the Options meets the criteria to qualify for the start-up
tax concessions as set out in s.83A-33 of the Income Tax Assessment Act
1997.

The Company considers that this offer of Options will qualify to access the startup tax concessions in the tax legislation. On that basis:
[INTERNAL/EXTERNAL]
[CLASSIFICATION]

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 [5:00 pm AEST] on
[insert date] a signed copy of the Acceptance of Offer attached to this letter as
Attachment 1.
Yours sincerely

[insert author name]

[insert author title]

[INTERNAL/EXTERNAL]
[CLASSIFICATION]

Attachment 1
Acceptance of Offer
Note: If the Offer will be accepted by an entity other than the Eligible Person
to whom the Company makes the Offer (for example, a nominee company)
(the Optionholder), this acceptance of Offer and the power of attorney set
out below will need to be modified so that the acceptance of Offer and grant
of power of attorney are signed by both the Eligible Person and the
Optionholder (with appropriate drafting amendments).
To:
The Board, [insert company name and ACN] (the Company)
I, __________________________(name) of _________________________(address),
accept the offer dated [insert date] to participate in the Companys Employee
Option Plan.
I acknowledge that the Company has advised me to seek independent legal and
financial advice in relation to the Employee Option Plan and that it is advisable
that I obtain my own separate independent legal and financial advice in relation
to the Employee Option Plan.
I acknowledge that I have read and agree to be bound by the terms of the
Employee Option Plan.
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:
(a)

execute under hand or under seal and deliver (conditionally or

unconditionally) any document in a form and of substance as the Attorney
thinks fit;

(b)

complete any blanks in any document;

(c)

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;

(d)

do anything which in the Attorneys opinion is necessary, expedient or

incidental to or in any way relates to:
(1)

any document referred to in (a) and (c) above; or

(2)
any transaction contemplated by any document referred to in (a)
and (c) above;
(e)

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

[INTERNAL/EXTERNAL]
[CLASSIFICATION]

(Treatment of Options for Leavers), 6 (Procedure on Exit Event), 7 (Listings)

and 8 (Reorganisation Event) of the Employee Option Plan); and
(f)

do any other thing (whether or not of the same kind as the above) which in
the Attorneys 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 three 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 name]
sign
here

print
name

in the presence of

sign
here

Witness
print
name

[INTERNAL/EXTERNAL]
[CLASSIFICATION]

Signed sealed and delivered by

[insert name of employee company]
by

sign
here

Company Secretary/Director
print
name

sign
here

Director
print
name

Signed sealed and delivered by

[insert name of employee company]
by

sign
here

Sole Director and sole Company

Secretary
print
name

[INTERNAL/EXTERNAL]
[CLASSIFICATION]