HR Incentive Deed

HR INCENTIVE DEED

This Incentive Deed is made on the day of in the year .

Parties

Employer Name:

Employee Name:

Recitals and Purpose

A. Employer wishes to grant certain incentive entitlements to the Employee to encourage performance and retention under the terms set forth in this deed.

B. Employee accepts the grant on the terms and subject to the conditions contained in this deed.

Definitions

In this deed, unless the context otherwise requires:

"Incentive" means the benefit described in the Grant of Incentive clause below. "Vesting Date(s)" means the date(s) on which specified portions of the Incentive become exercisable or payable in accordance with the Vesting Schedule. "Cause" and "Good Reason" will have the meanings assigned in the Employer's employment policies and, where not defined, will be determined in accordance with applicable law.

Grant of Incentive

Cash bonus Equity award Stock options Other

Vesting Schedule and Payment

Vesting Commencement Date:

Conditions, Forfeiture and Clawback

Incentive entitlements are subject to continued employment, achievement of performance conditions, and compliance with Employer policies. If Employee is terminated for Cause prior to vesting, all unvested entitlements are forfeited. Employer may recover amounts already paid where required by applicable clawback policy or law.

Tax Withholding and Compliance

Employer shall withhold applicable taxes and make all statutory deductions from any payments made under this deed. Employee is responsible for the tax consequences of any Incentive and agrees to execute documents reasonably required to effect tax withholding or reporting.

Termination, Change of Control and Acceleration

The effect of termination on vesting and the treatment of Incentives in the event of a Change of Control shall be governed by the terms set forth herein and any applicable plan documents. Acceleration of vesting may occur only as expressly set out below or in writing by Employer.

Confidentiality and Restrictive Covenants

Employee acknowledges the obligation to preserve Employer confidential information and trade secrets. Any post-termination restrictions are governed by separate agreement(s) or applicable policy and are incorporated by reference where indicated herein.

Notices

Miscellaneous Provisions

This deed constitutes the entire agreement concerning the Incentive and supersedes prior understandings to the extent they relate to the subject matter. This deed may be amended only by a written instrument executed by both parties. If any provision is held invalid, the remaining provisions remain in force. This deed is governed by the laws applicable in the jurisdiction specified by Employer policy.

Employee Information (HR Required)

Agreed Start Date:

Employment History

From: To:

From: To:

Education

References

Legal Disclosures and Consents

At-Will Employment: Employee acknowledges that, unless otherwise expressly provided in a separate written employment agreement, the employment relationship with Employer is at-will and may be terminated by either party at any time, with or without cause and with or without notice, subject to applicable law.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions are made without regard to protected characteristics except where permitted by law.

By signing below, Employee authorizes Employer to contact prior employers and references and to obtain and use background, credit (where permissible), employment eligibility, and other investigative reports as necessary to confirm the information provided and to administer this Incentive. Employee consents to such inquiries and releases those contacted from liability for providing information to Employer.

I certify that all information provided in connection with this Incentive Deed and Employee information sections is true, complete, and correct to the best of my knowledge. I understand that any material misstatement or omission may result in forfeiture of Incentives and/or termination of employment.

Execution as Deed

This document is executed as a deed. Delivery of this deed is effective on the date set out at the head of this deed.

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