Exercise of vested
Upon vesting the Board will determine the extent to which their value will be delivered in Shares
and/or cash. The Board will also determine whether Shares will be issued or acquired for
participants via the Employee Share Trust (EST) and if the EST is used, whether new issues or onmarket purchases of Shares will be undertaken by the trustee of the EST.
No amount is payable by participants to exercise vested Incentive Rights.
Forfeiture and termination In the event of cessation of employment due to dismissal for cause, all unvested Incentive Rights
In the event of cessation of employment due to resignation, all unvested Incentive Rights are
forfeited unless otherwise determined by the Board.
In the event of cessation of employment due to death, total and permanent disability or redundancy,
unvested performance rights will continue on-foot and be subject to the original terms as though
employment had not ceased, unless the Board determines otherwise.
In any other circumstances the Board has discretion to determine how the unvested Performance
Rights will be treated upon cessation of employment with the Company.
Board discretion The Board retains discretion to modify vesting outcomes. Incentive Rights that do not vest will lapse.
Board discretion to vary vesting will generally only be applied when the vesting that would otherwise
apply is considered by the Board to be inappropriate, and when it would not align with shareholder
Change of Control In circumstances where there is a likely change in the control of NEXTDC, the Board has discretion
to determine the level of vesting (if any) having regard to the portion of the performance period
elapsed, performance to date against performance conditions and any other factors it considers
If an actual change in the control of the Company occurs before the Board can exercise this
discretion, unless the Board determines otherwise, unvested Performance Rights will vest and
become exercisable in proportion to the Company’s performance against the TSR Hurdle up to the
date of the change of control.
The Board retains the ability to reduce or clawback awards where the participant has acted
fraudulently or dishonestly or is in material breach of their obligations to the Company; or where the
Company becomes aware of material misstatements or omissions in the financial statements of the
Company; or any circumstances occur that the Board determines to have resulted in an unfair
benefit to the recipient.
Hedging The Company prohibits the hedging of Incentive Rights and Restricted Shares by Participants.
3.7 Risk Management and Clawback Provisions
Creating a sound risk management culture is important to NEXTDC. The Company’s STI and LTI Plans have been designed
to protect the Company from the risk of unintended or unjustified pay outcomes by allowing risk factors to be taken into
account over long periods and by way of a variety of measures that are considered key to the Company’s success. For
Basing the STI on a number of performance measures, including an initial gateway hurdle before any STI is able to be
paid (subject also to malus/clawback provisions)
Deferring a component (50%) of STI to ensure alignment with shareholder value and compliance with NEXTDC’s codes of
conduct and corporate governance
Having the weighting of the remuneration mix towards LTI’s to encourage prudent risk taking in line with the long-term
objectives of the Company
While formal shareholding requirements are not imposed for Senior Executives, the CEO has a material holding in NEXTDC
shares, which was valued at approximately 15 times base salary at 30 June 2020.
Board discretion is applied to the vesting of all STI’s and LTI’s to ensure any proposed awards are aligned with shareholder
returns. As noted in section 3.6, the Board also retains the ability to reduce or claw
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