Employment Agreement dated December 20, 2024, between Curragh Queensland Mining Pty

Contract Categories: Human Resources › Employment Agreements
EX-10.2 12 ex102.htm EX-10.2 ex102
 
 
 
16 December 2024
PRIVATE
 
AND CONFIDENTIAL
Barrie van der Merwe
c/o- ***@***
 
Dear Barrie,
I am
 
pleased to
 
offer
 
you a
 
full
 
time
 
permanent
 
contract
for
the position
 
of Coronado
 
Group Chief
 
Financial
Officer with Curragh Queensland Mining Pty Ltd (CQMPL)
("the Company")
. Your
 
employment under the terms of
this letter and the attached Contract of Employment will start on
 
1 April
 
2025 unless otherwise agreed.
Attached
 
to
 
this
 
letter
 
is
 
your
 
Contract
 
of
 
Employment
 
which
 
further
 
details
 
the
 
terms
 
and
 
conditions
 
of
 
your
employment. This letter and the attached Contract of Employment will together
 
form your terms of employment.
These supersede all prior discussions, negotiations, understandings
 
and agreements.
As part of
 
your employment package, you are
 
entitled to a $200,000
 
(gross)
 
sign-on payment.
 
The sign-on
payment will be payable in the first
 
payment cycle following the commencement of your employment. You
 
will
also be granted with $600k worth of performance stock units
 
(PSUs) using a volume weighted average price
calculation of the Company’s CDIs for the 30-day period
 
up to and including the commencement date. These
PSUs will be tested against the approved 2024 scorecard
 
at the end of 2026, vesting in February 2027.
 
Although not
 
forming part
 
of your
 
Contract of
 
Employment, it
 
is our
 
intention that
 
you will be
 
invited to
participate in
 
the Company’s
 
short-term incentive
 
(STI) and long-term incentive (LTI) programs.
 
Details
for 2025 are:
●
 
Eligible for the full 2025 STI performance period (Jan 1 to
 
Dec 31) at 125% of total employment
cost (TEC) maximum and 62.5% of TEC for target
●
 
Eligible for the full 2025 LTI performance period (Jan 1, 2025, to Dec
 
31, 2027) at 100% of TEC
You
 
will
 
also
 
be
 
invited
 
to
 
participate
 
in
 
a
 
retention
 
plan
 
which
 
is
 
intended
 
to
 
encourage
 
executive
leadership stability.
 
As part of this
 
retention plan you
 
will receive 20% of
 
your TEC at the
 
end of 2025,
40% at the end of 2026
 
and 40% at the end of
 
2027 provided you remain employed
 
with Coronado on
a continuous basis on that date and not under any notice
 
period. Associated retention payments made
under this plan will be made in the first payment cycle
 
following the end of the calendar year.
 
All employees of the Company are required to adhere to Company policies, procedures and guidelines
although these do
 
not form a
 
part of
 
your Contract of
 
Employment. You must ensure that
 
you are familiar
with the contents of the Company's policies, procedures
 
and guidelines as are current or updated from
time to time.
I trust that your
 
association with the
 
Coronado Global Resources
 
Group will be
 
rewarding, both personally
 
and
professionally and look forward to your contribution to the success
 
of our operations.
Should you have any queries concerning this offer or your employment conditions, please feel free
 
to contact
 
me
directly
 
on 0427 584 561. If you wish to accept this offer please provide your acceptance by 19 December 2024.
 
Yours sincerely
/s/ Emma Pollard
Emma Pollard
Chief People and Sustainability Officer
Curragh Queensland Mining Pty Ltd
 
Private Mail Bag
ABN: 55 095 450 418
 
Blackwater QLD 4717
T:
+61 7 4986 9211 | F: +61 7 4986 9361
www.coronadoglobal.com
 
 
Page 2
I have read, understand, agree to and accept all
 
the terms and conditions that apply to my employment with
 
the
Company
 
as
 
outlined
 
in
 
this
 
Letter
 
of
 
Offer
 
and
 
related
 
documents,
 
including
 
the
 
attached
 
Contract
 
of
Employment.
 
I confirm that
 
the payment amounts
 
which I receive
 
under the Contract
 
of Employment, satisfies
any obligations
 
on the
 
Company to
 
pay to
 
me any
 
entitlements to
 
which I
 
may otherwise
 
be entitled
 
under an
industrial instrument or law.
Signed: /s/ Barrie van der Merwe_______________________
 
Date: December 20, 2024_____
Barrie van der Merwe
Page 3
Contract of Employment
This contract of employment
 
(
"Contract"
) confirms the express
 
contractual terms and conditions
 
of employment
between Curragh Queensland Mining Pty Ltd (
"the Company"
) and the employee (
"the Employee"
or
"you"
).
Commencement and Location of Employment
Unless agreed otherwise, your appointment to this position will commence on
 
1 April 2025.
Your employment
 
with the Company will continue until terminated by either party in accordance
 
with the terms of
this Contract.
Your position will be based
 
at Brisbane, however you may be required by the Company to work at other locations
(on a
 
temporary or
 
permanent basis)
 
to perform
 
the inherent
 
requirements of
 
your position.
 
The Company
 
may
require you to travel within the state, interstate or overseas
 
to perform your duties.
You
 
may
 
be
 
required
 
to
 
transfer
 
to
 
other
 
positions
 
and
 
locations
 
with
 
the
 
Company
 
or
 
the
 
Coronado
 
Global
Resources Group (
"Coronado Group"
), subject to appropriate consultation and notice.
Role and Reporting Structure
The Company will employ
 
you in the role
 
of Coronado Group Chief
 
Financial Officer. The position currently reports
to the Coronado Group Chief Executive Officer (
Leader
). You will report to the Leader or as otherwise directed by
the Company.
Probation Period
You will
 
be employed initially on
 
a probationary basis for a
 
period of 6 months.
 
During that time either you
 
or the
Company may
 
terminate your
 
employment, without
 
reasons being
 
given, on
 
one week's
 
notice in
 
writing. If
 
the
Company ends
 
your employment
 
during this
 
period it
 
may end
 
your employment
 
immediately and
 
pay you
 
one
week's pay in lieu of notice.
At the
 
end of the
 
probation period, your
 
performance will be
 
reviewed and if
 
satisfactory, your ongoing employment
with the
 
Company
 
will be
 
confirmed. If
 
your performance
 
during this
 
period is
 
unsatisfactory,
 
your employment
may be terminated in accordance with this clause.
Duties
During your employment
 
you must:
(a)
 
during your working
 
hours and at
 
other times as
 
reasonably necessary,
 
devote your whole
 
time,
attention and ability to the business of the Company;
(b)
 
serve the
 
Company and perform
 
your duties diligently, honestly and
 
faithfully;
(c)
 
exercise and carry out
 
all duties required of
 
you within your skills
 
and competence;
(d)
 
follow all lawful
 
and reasonable directions and
 
instructions given to
 
you by the
 
Company;
(e)
 
not, without
 
the prior
 
written consent
 
of the
 
Company,
 
directly or
 
indirectly engage
 
in any
 
other
employment or in
 
any other activity
 
(whether paid or
 
unpaid) which may
 
conflict with your
 
duties
as an
 
employee of
 
the Company
 
or may
 
adversely affect
 
the reputation
 
of the
 
Company or
 
the
Coronado Group (and you
 
warrant that you are
 
not under any obligation
 
or restriction which would
interfere
 
or
 
conflict
 
with
 
your
 
employment
 
in
 
this
 
role
 
or
 
your
 
obligations
 
and
 
duties
 
under
 
this
Contract);
Page 4
(f)
 
notify the Company immediately if
 
any interest or obligation arises
 
which may be inconsistent with
your obligations to the Company or which may adversely
 
affect the reputation of the Company;
(g)
 
comply with
 
any direction
 
from the
 
Company to
 
take all necessary
 
action to remove
 
any conflict
(whether direct
 
or indirect)
 
(and you
 
acknowledge that
 
in some circumstances
 
a serious
 
conflict
may justify the termination of your employment);
(h)
 
promote the
 
interests and
 
welfare of
 
the Company,
 
and not
 
act in
 
any way
 
which may
 
harm or
prejudice the reputation and goodwill of the Company or the Coronado
 
Group; and
(i)
 
as
 
lawfully
 
required
 
by
 
the
 
Company,
 
perform
 
work
 
for
 
any
 
other
 
member
 
or
 
members
 
of
 
the
Coronado Group.
You
 
must perform
 
the duties
 
reasonably associated
 
with your
 
position. The
 
Company may
 
vary your
 
duties and
responsibilities from
 
time to
 
time or
 
assign you
 
additional duties
 
and responsibilities
 
as may
 
be directed
 
by the
Company or your
 
Leader.
 
In particular,
 
you may be
 
required to perform
 
any duties in
 
any area of
 
the operation,
subject to
 
your competence
 
and any
 
safety and
 
statutory
 
requirements.
 
You
 
may also
 
be requested
 
to train
 
to
become competent in new skills as required by the Company.
If your
 
position, duties or
 
reporting structure change,
 
this Contract will
 
continue to apply
 
to your employment
 
unless
you and the Company enter a new written employment
 
contract or vary this Contract in writing.
Hours of Work
Your
 
ordinary
 
hours
 
are
 
in
 
accordance
 
with
 
the
 
NES,
 
during
 
the
 
Company's
 
ordinary
 
business
 
hours,
 
and
reasonable additional hours in
 
accordance with the Company's
 
operational requirements. Because
 
of the nature
of your position, you acknowledge and agree
 
that any additional hours that you are
 
required to work in excess of
your ordinary hours per week
 
are reasonable so far as they are
 
necessary for the full and proper performance
 
of
your duties under this Contract. Your
 
remuneration includes compensation for this.
The Company may change your hours of work, days of work or starting and finishing times.
Your
 
hours of work may be averaged over a period of up to six
 
months.
You
 
acknowledge
 
and
 
agree
 
that
 
you
 
will
 
comply
 
with
 
any
 
time
 
recording
 
requirements
 
as
 
notified
 
by
 
the
Company from time to time.
Total Employment
 
Cost
You will be paid on a total employment cost (
TEC
) basis. Your initial TEC is $800,000.00 (less applicable tax)
 
per
annum (inclusive of superannuation).
Your TEC
 
is made up of the following components:
(a)
 
Cash salary:
Your
 
cash salary
 
will be
 
the
 
amount remaining
 
after deducting
 
from your
 
TEC the
 
amounts
 
for
Company superannuation contributions paid by the
 
Company for your benefit, and any other pre-
tax deductions nominated by you.
 
Your cash salary,
 
net of tax and authorised deductions, will be
paid no less
 
frequently than
 
on a monthly
 
basis by electronic
 
funds transfer
 
into bank account/s
nominated by you.
(b)
 
Superannuation:
The Company will make compulsory superannuation
 
guarantee contributions, on your behalf,
 
up
Page 5
to
 
the
 
quarterly
 
maximum
 
contribution
 
required
 
under
 
the
Superannuation
 
Guarantee
(Administration) Act 1992
(Cth). Superannuation
 
guarantee contributions
 
are included as
 
part of
your TEC.
By agreement with
 
the Company,
 
you may choose
 
to make additional
 
voluntary contributions
 
to
your chosen fund.
If you
 
do not
 
nominate a
 
superannuation fund,
 
contributions payable
 
on your
 
behalf will
 
be directed
to
 
your
 
stapled
 
fund,
 
and
 
if
 
you
 
do
 
not
 
have
 
a
 
stapled
 
fund
 
to
 
the
 
Company's
 
default
superannuation fund. A Choice of Fund form can be returned at any time and
 
future contributions
will be made to your nominated fund.
You
 
consent
 
to
 
the
 
provision
 
of
 
your
 
personal
 
information,
 
including
 
any
 
health
 
information,
between the Company and the superannuation fund and their service providers. This information
is necessary
 
to facilitate
 
the provision
 
of benefits
 
in the
 
course of
 
your employment
 
and for
 
the
management of the fund.
Your TEC is in full recognition of the requirements of the role and the hours
 
of work necessary to perform the role.
Unless
 
otherwise
 
specified
 
in
 
this
 
Contract,
 
your
 
TEC
 
includes
 
compensation
 
for
 
all
 
entitlements,
 
benefits
 
or
payments that you may be
 
otherwise entitled to, including under
 
any applicable industrial instrument or legislation.
This includes, but is not limited to:
●
 
minimum weekly
 
wages;
●
 
allowances;
●
 
overtime;
●
 
penalty rates;
●
 
shift loadings;
●
 
annual leave
 
loading; and
●
 
any other loadings
 
or penalties.
Accordingly,
 
you will
 
not be
 
paid any special
 
rates or
 
allowances for
 
working particular
 
times or
 
under particular
conditions unless otherwise agreed in writing.
The Company is entitled
 
to apply:
●
 
any over-industrial instrument payments or
 
other benefits
 
provided for
 
in this
 
Contract, or
 
paid to
 
you in
excess of minimum statutory or industrial instrument entitlements, in satisfaction of any industrial
instrument entitlements or other entitlements to which you are, or become, entitled;
●
 
overpayments for
 
any entitlement in
 
any pay
 
period against another
 
entitlement or pay
 
period.
For avoidance of
 
doubt, your
 
annual remuneration
 
should not
 
be regarded as
 
an annualised wage
 
arrangement
under any applicable industrial instrument.
Incentive Arrangements
You
 
may be
 
eligible to
 
participate in
 
incentive arrangements
 
offered
 
by the
 
Company
 
or Coronado
 
Group from
time to
 
time.
 
Details
 
of
 
these
 
arrangements
 
will
 
be
 
provided
 
to
 
you
 
separately,
 
and
 
do
 
not
 
form
 
a
 
part
 
of
 
this
Contract.
Relocation Assistance
Reasonable costs associated with relocating your furniture and
 
personal effects may be borne by the
 
Company in
accordance with Company policy.
Page 6
Annual Leave
You will be entitled to annual leave in accordance with the applicable legislation. Currently,
 
full time employees are
entitled to
 
4 weeks
 
annual leave
 
per annum.
 
You
 
are required
 
to apply
 
for annual
 
leave at
 
least 4
 
weeks prior
 
to
your first day of intended leave, or such shorter period as may be agreed with
 
your Leader. Annual leave approved
by your Leader and taken during employment will be paid
 
based on your usual rate of pay.
Annual leave
 
is to
 
be taken
 
within 12
 
months of
 
accruing. If
 
you do
 
not take
 
the leave
 
within this
 
period, the
 
Company
may direct you to do so upon giving you one month's notice
 
(without limiting the Company's rights at law).
On termination of employment, you
 
will be paid for any
 
accrued and untaken annual leave
 
based on your usual rate
of pay.
Long Service Leave
You are entitled to long
 
service leave in
 
accordance with applicable legislation.
Other Leave
You
 
are
 
entitled
 
to
 
personal/carer's
 
leave,
 
parental
 
leave,
 
compassionate
 
leave,
 
community
 
service
 
leave
 
and
family and domestic violence leave in accordance with
 
applicable legislation.
Public Holidays
Public Holidays will be those
 
declared as public holidays
 
in the state or territory
 
in which you work.
 
Although you
are not
 
normally required
 
to work
 
on public
 
holidays (and
 
will be
 
entitled to
 
paid leave),
 
you may
 
be requested,
and you
 
will not
 
unreasonably refuse,
 
to work
 
on a
 
public holiday
 
in order
 
to perform
 
your duties
 
and meet
 
the
operational requirements of the Company,
 
compensation for which is included in your remuneration.
Medical Assessments
The Company may, from time to
 
time at its
 
discretion, require you to
 
undergo an independent medical
 
assessment
by a doctor or other health professional(s) nominated
 
by the Company.
You
 
consent to
 
the doctor
 
or health
 
professional releasing
 
the results
 
of that
 
assessment to
 
the Company.
 
The
Company will keep this information confidential and the Company will only
 
use it to assess your ability to
 
perform
your duties or
 
meet the Company's
 
work health and
 
safety obligations, which
 
may result in
 
the
 
Company taking
action including, but not limited to:
●
 
requiring you to return to work;
●
 
requiring you to leave, or remain away from work, for a
 
period of time; or
●
 
ending your employment.
The above
 
requirement
 
is separate
 
to, and
 
in addition
 
to, any
 
requirement
 
for a
 
health or
 
medical assessment
under applicable legislation.
Guarantee of Annual Earnings
This clause,
 
and the
 
Company's undertaking
 
in this
 
clause, only
 
applies if
 
at any
 
time during
 
your employment
your remuneration package (inclusive of salary and the value of non-monetary benefits) exceeds the
 
high income
threshold as defined in the
Fair Work Act 2009
(Cth). If your remuneration exceeds the high income threshold, for
the
 
purpose
 
of
 
section
 
330
 
the
Fair
 
Work
 
Act
 
2009
(Cth),
 
the
 
Company
 
undertakes
 
that
 
it
 
will
 
pay
 
you
 
your
remuneration package set out in this Contract
 
or a variation to this Contract (inclusive
 
of salary and the
Page 7
value of
 
non-monetary benefits), for
 
a period of
 
at least 12
 
months.
 
As a
 
result, the modern
 
award you are
 
covered
by will not
 
apply to your
 
employment for
 
the period during
 
which this
 
undertaking operates.
 
By entering into
 
this
Contract, you accept this undertaking and the amount
 
of your annual remuneration package.
This undertaking will continue until
 
the earlier of your
 
employment with the Company ending;
 
you accepting a new
undertaking from the Company; or you and the Company
 
agreeing to revoke this undertaking.
This undertaking
 
does not
 
affect the
 
rights of
 
either you
 
or the
 
Company to
 
end the
 
employment relationship
 
in
accordance with the termination provisions set out in this
 
Contract.
Compliance with Company Policies and Procedures
During your employment
 
you are required
 
to comply at
 
all times with
 
all Coronado Group's
 
policies and procedures
as varied or introduced from time to time.
It is
 
your obligation
 
to familiarise yourself
 
with current
 
policies and
 
procedures that are
 
relevant to
 
your employment
and to
 
comply
 
at all
 
times
 
with such
 
policies and
 
procedures.
 
The Coronado
 
Group's
 
policies
 
and procedures
operate
 
independently
 
of
 
this
 
Contract
 
and
 
are
 
not
 
incorporated
 
into
 
this
 
Contract
 
and
 
are
 
not
 
binding
 
on
 
the
Coronado Group or the Company.
The Coronado Group reserves
 
the right to amend,
 
revoke, introduce or replace
 
its policies and procedures
 
at its
discretion
.
Occupational Health
 
and Safety
You must comply with all occupational health
 
and safety systems and requirements that
 
are relevant to your
 
work.
You must attend to your work
 
safely, take all reasonable care and notify your Leader if you become
 
aware of any
workplace risks.
 
You must not create a
 
potential safety risk to
 
yourself or others in
 
the course of
 
your employment.
Privacy
You consent to the Company collecting, storing, using
 
and disclosing your personal and
 
health information for any
lawful purpose relating
 
to your employment,
 
and to the
 
Company transferring your
 
personal and health
 
information
outside Queensland and Australia in the course of its business
 
activities.
You
 
also consent
 
to the Company
 
disclosing your
 
personal and
 
health information
 
to third parties
 
for any lawful
purpose
 
relating
 
to
 
your
 
employment.
 
These
 
persons
 
include
 
the
 
Australian
 
Tax
 
Office
 
or
 
other
 
government
agencies,
 
related
 
entities,
 
superannuation
 
fund
 
trustees
 
and
 
administrators,
 
contractors,
 
bankers,
 
insurers,
medical, rehabilitation or
 
occupational practitioners, laboratory
 
analysts, investigators, financial
 
and legal
 
advisers,
potential purchasers on sale of business, law enforcement
 
bodies and regulatory authorities.
Confidential Information
"
Confidential Information
" means any information which is
 
confidential and not in the public
 
domain (unless in
the public domain because of a breach of confidentiality),
 
including, but not limited to:
●
 
technical information relating to the Coronado Group, including
 
its operations, products and services;
●
 
all information concerning the Coronado Group, its methods
 
of operating, marketing and other activities;
●
 
information concerning the Coronado Group's customers
 
or clients or prospective customers or clients;
●
 
personal information about officers, employees or contractors
 
engaged by the Coronado Group;
Page 8
●
 
the Coronado Group's policies, procedures, handbooks,
 
manuals and forms; and
●
 
competitive and financial information concerning the Coronado
 
Group not in the public domain.
During your employment with the Company
 
you will have access to or may
 
become acquainted with Confidential
Information.
You must not use or
 
disclose Confidential Information, except
(a)
 
for the
 
purpose of and
 
to the
 
extent necessary to
 
properly perform your
 
duties; or
(b)
 
where disclosure
 
of specific Confidential
 
Information is
 
required to comply
 
with any applicable
 
law; or
(c)
 
the use
 
or disclosure of
 
the Confidential Information
 
is agreed
 
by the
 
Company in writing.
You must
 
immediately notify the Company of any suspected or
 
actual unauthorised use, copying or disclosure of
Confidential Information.
You
 
agree
 
that
 
upon
 
termination
 
of your
 
employment
 
for any
 
reason
 
you
 
will
 
return
 
to
 
the
 
Company
 
all of
 
the
Confidential Information that you have in your possession.
Your obligations under this clause
 
continue after your
 
employment ends.
Intellectual property
For the purpose of this clause:
Work
means any invention, discovery, design, improvement, formula, process, technique, literary or artistic
 
work,
or any other item
 
in which Intellectual Property
 
Rights subsist or
 
are capable of subsisting
 
and is wholly or
 
partly
created, made or discovered by you either:
(a)
 
during your employment (whether or not during ordinary working hours); or
(b)
 
otherwise
 
using
 
the
 
facilities,
 
resources,
 
time,
 
Confidential
 
Information
 
or
 
any
 
other
 
opportunity
provided by the Company,
 
or the broader Coronado Group.
Intellectual Property
 
Rights
means all existing
 
and future rights,
 
which may
 
be protected
 
by copyright,
 
patent,
design, trademark or other registration or other forms
 
of protection in Australia or elsewhere.
Moral Rights
includes the right
 
to be identified
 
as the author
 
of the work,
 
the right not
 
to have any
 
other person
identified as
 
the author
 
of the
 
work and
 
the right
 
of integrity
 
of authorship
 
(as defined
 
in the
Copyright Act
 
1968
(Cth)).
The
 
Work
 
and
 
all
 
Intellectual
 
Property
 
Rights
 
in
 
the
 
Work
 
will
 
belong
 
absolutely
 
to
 
the
 
relevant
 
company
 
or
companies
 
within
 
the
 
Coronado
 
Group
 
and
 
you
 
agree
 
to
 
do
 
all
 
things
 
necessary
 
and
 
execute
 
any
 
document
required to give effect to this ownership.
You
 
must immediately
 
and fully disclose
 
to the Company
 
any Work
 
created, contributed
 
to, made or
 
discovered
by you during your employment.
You
 
consent to
 
any act
 
or omission
 
by the
 
Company or
 
the Coronado
 
Group which
 
would otherwise
 
infringe or
breach any Moral Rights you may have in any Work
 
made by you in the course of employment.
You
 
also agree that
 
this consent and
 
waiver extends to
 
any licensees and
 
successors in title
 
to the Company
 
or
relevant
 
company
 
within
 
the
 
Coronado
 
Group
 
in
 
respect
 
of
 
such
 
Works,
 
as
 
well
 
as
 
to
 
any
 
persons
 
who
 
are
Page 9
authorised by the Coronado
 
Group or by its
 
licensees and successors
 
in title to do acts comprising
 
the copyright
of such Works.
You
 
agree
 
to execute
 
any
 
further document
 
necessary
 
to give
 
effect
 
to this.
 
If you
 
do not
 
comply
 
with such
 
a
request by the Company within 7 days, you
 
authorise the Company (or any persons authorised by the
 
Company)
to do all things and execute all documents necessary
 
to give effect to that request on your behalf.
For the avoidance of doubt, your obligations under this
 
clause continue after your employment ends.
Termination of
 
Employment
Either party may terminate your employment by giving the other party
 
three (3) months' written notice.
In the event that the Employer terminates your employment for any reason other than the reasons set forth in this
clause under
 
subparagraphs (a),
 
(b), (c)
 
and (d),
 
the Employer
 
will pay
 
a termination
 
payment equivalent
 
to six
months' TEC.
The Employer may,
 
at its discretion, make a payment in lieu of
 
notice for all or part of the notice period or require
you
 
to
 
work
 
for
 
all
 
or
 
part
 
of
 
the
 
notice
 
period.
 
In
 
the
 
event
 
that
 
you
 
end
 
your
 
employment
 
without
 
giving
 
the
specified
 
period
 
of
 
notice,
 
you
 
agree
 
to
 
pay
 
the
 
Employer
 
an
 
amount
 
equal
 
to
 
your
 
total
 
remuneration
 
for
 
the
balance of
 
the notice
 
period not
 
served.
 
You
 
agree that
 
this amount
 
is a
 
genuine
 
pre­ estimate
 
of the
 
loss the
Coronado Group is likely to suffer as a result of the
 
failure to give the specified period of notice.
The Employer may terminate your employment immediately without
 
notice or payment in lieu of
notice if you:
(a)
engage in any serious or wilful misconduct including
 
by committing
 
any wilful, serious or
 
persistent
breach of your terms and conditions of employment or any Company
 
policy,
 
procedure or guideline
or by
 
serious negligence in the performance of
 
your duties:
(b)
engage
 
in any
 
other conduct
 
(either
 
at work
 
or otherwise)
 
which in
 
the reasonable
 
opinion of
 
the Board
is likely to
 
affect adversely the reputation of the Company or
 
the Coronado Group and/or render you
unsuitable for employment:
(c)
are convicted of
 
an offence
 
punishable by Imprisonment; or
(d)
commit any other act
 
that would
 
justify summary dismissal
 
at law.
If your employment is
terminated
for any
 
of the
 
above reasons,
 
the Employer will
 
pay you
 
up to
 
the day of
 
termination only.
Suspension
Without limiting
 
the Company's
 
right to
 
terminate
 
your
 
employment
 
without notice
 
in the
 
circumstances
 
set out
above, the Company may suspend you from duty with pay, or direct you to perform work in a different position,
 
at
any time
 
during the
 
term of
 
your employment,
 
including but
 
not limited
 
to in
 
circumstances where
 
the Company
forms
 
the
 
view
 
that
 
your
 
conduct,
 
capacity
 
or
 
performance
 
may
 
warrant
 
serious
 
disciplinary
 
action
 
(including
ending of your
 
employment). If
 
the Company suspends
 
you from duty,
 
it may appoint
 
someone else to
 
your role
for the period of suspension.
Retrenchment Benefits
In addition to the
 
above notice period,
 
if your employment is
 
terminated by the Company
 
due to redundancy
 
you
will be
 
entitled to
 
receive retrenchment
 
benefits in
 
accordance with
 
applicable legislation
 
as advised
 
to you
 
and
amended from time to time.
Directorship
The Company may request you
 
to become a director of
 
the Company or any of its
 
Related Bodies Corporate (as
defined
 
by
 
the
Corporations
 
Act
 
2001
(Cth))
 
without
 
any
 
additional
 
remuneration
 
and
 
the
 
benefits
 
under
 
this
Contract are in part consideration of you agreeing to become
 
a director.
Page 10
Should you agree to become a director of the Company
 
or any of its Related Bodies Corporate, on termination
of your employment:
(a)
 
you must resign all directorships held as a consequence
 
of the employment, as directed by the
Company;
(b)
 
you irrevocably appoint the Company Secretary of the Company,
 
or any other person nominated
by the Board, as your agent to execute any documents
 
on your behalf; and
(c)
 
you acknowledge and agree that you have no entitlement to any compensation for
 
loss of office.
You agree to
 
resign as a director if the Chairperson or the Company requires
 
you to do so.
Your obligations
 
under this clause survive the end of your employment with the Company.
Compliance and approvals
The exercise of,
 
or compliance with,
 
any discretion, right
 
or obligation under
 
this Contract is
 
subject to any
 
required
board
 
or
 
shareholder
 
approvals,
 
any
 
necessary
 
regulatory
 
consent
 
(being
 
the
 
consent
 
of
 
any
 
entity
 
or
governmental body that
 
has statutory or
 
other powers over
 
corporations) and compliance
 
with the Company's
 
(and
each Coronado Group company's) constitution, and all
 
applicable laws.
This clause has
 
effect regardless of any other
 
provision of this Contract.
Company Property
Upon the cessation of your employment you will return to the Company
 
or an authorised officer of the Company:
(a)
 
all originals
 
and copies
 
in any
 
form (including
 
but not
 
limited to
 
computer data)
 
of all
 
books, record
and documents relating to
 
your duties, functions
 
and responsibilities as an
 
employee of the
 
Company or
its business affairs (including customer lists and
 
details); and
(b)
 
all
 
other
 
things
 
belonging
 
to
 
the
 
Company
 
(including
 
but
 
not
 
limited
 
to
 
keys,
 
security
 
cards
 
and
passes, corporate credit cards, mobile phones, copies
 
of documents and computerised information)
Your
 
obligations under this clause continue after
 
your employment with the Company ends.
Set Off
Immediately on your employment ending or at any other time requested by the Company,
 
you:
(a)
 
agree to pay to the Company all
 
amounts you owe to it or a
 
related entity (for example, amounts such
as personal expenses incurred
 
on a Company mobile telephone,
 
or amounts owing for Company
 
funded
study assistance) or any amounts mistakenly paid to
 
you such as an overpayment;
(b)
 
authorise and direct
 
the Company to deduct
 
or withhold unpaid amounts
 
from monies otherwise owed
to you during employment or upon termination of employment;
 
and
(c)
 
acknowledge that if you
 
fail to repay any
 
monies owing to the
 
Company,
 
including any amounts paid
to
 
you
 
by
 
mistake,
 
the
 
Company
 
may
 
demand
 
and
 
enforce
 
the
 
recovery
 
of
 
such
 
monies
 
as
 
a
 
debt
immediately due and payable by you to the Company.
 
 
 
Page
11
Post-Employment Restrictions
'Confidential Information'
has the meaning given in the clause of this Contract entitled "Confidential
Information".
'Competitive Business'
means any business that is competitive with or substantially similar to the Company or
the Coronado Group during the period of 6 months preceding
 
the End Date or during the Restricted Period.
'End Date'
means the date on which your employment with the
 
Coronado Group ends.
'Entity'
means an individual, company, partnership, joint venture (whether corporate or incorporate) or any other
body (whether corporate or incorporate).
'Prescribed Position'
means:
1
 
a position as employee, director, secretary,
 
company officer, agent, contractor,
 
consultant or adviser
of any Entity;
2
 
a partner, shareholder or member
 
of any Entity; and
3
 
acting as any of the persons referred to in items 1 and
 
2 of this definition.
'Restricted Area'
means:
1
 
Any country where the Coronado Group has operations, including at the date of this Contract the
United States of America and Australia; or failing that
2
 
The United States of America and Australia; or failing
 
that
3
 
Australia; or failing that
4
 
Queensland and New South Wales; or
 
failing that
5
 
Queensland.
'Restricted Period'
means:
1
 
the period of 12 months starting on the End Date; or failing
 
that
2
 
the period of 6 months starting on the End Date; or failing
 
that
3
 
the period of 3 months starting on the End Date; or failing
 
that
4
 
the period of 1 months starting on the End Date.
Inducing directors, employees or contractors to leave the Coronado Group
You
 
must not (whether
 
directly or indirectly)
 
during the Restricted
 
Period and in
 
the Restricted Area,
 
encourage,
induce or
 
attempt to
 
encourage
 
or induce
 
any director,
 
officer,
 
employee or
 
contractor of
 
the Coronado
 
Group,
with whom you had
 
work related dealings during
 
the 12 months preceding
 
the End Date, or
 
about whom you have,
or have had, Confidential Information about in
 
respect of their engagement with the Coronado
 
Group, to terminate
his or her engagement with the
 
entity within the Coronado Group which engages
 
them, whether or not that person
would commit a breach of that person's contract of engagement.
Persuading the Coronado Group's customers or suppliers to cease or reduce
 
business
You
 
must
 
not
 
(whether
 
directly
 
or
 
indirectly)
 
during
 
the
 
Restricted
 
Period
 
and
 
in
 
the
 
Restricted
 
Area,
 
solicit,
canvass or approach any person or entity who was:
(a)
 
a customer, client, agency
 
or supplier of the Coronado Group with whom you had
 
work-related dealings
during the 12 months immediately preceding the End
 
Date or about whom you have, or have had,
Confidential Information; or
 
 
 
 
Page 12
(b)
 
a potential customer, potential
 
client, potential agency or potential supplier of the
 
Coronado Group with
whom, or in respect of whom, you had work-related
 
dealings during the 12 months preceding the End Date
or about whom you have, or have had, Confidential Information,
with a view to:
(c)
 
obtaining the custom or business of any such person or entity for your benefit or the benefit of any other
person;
(d)
 
persuading any such person or entity to cease doing business
 
with the Coronado Group; or
(e)
 
persuading any such person or entity to reduce the amount of business which the person or entity would
normally do, or otherwise would have done, with the Coronado
 
Group.
Competing with the Coronado Group
You
 
agree
 
that
 
you
 
will
 
not
 
(whether
 
directly
 
or
 
indirectly
 
and
 
in
 
any
 
position
 
including
 
a
 
Prescribed
 
Position),
during the
 
Restricted Period
 
and in
 
the Restricted
 
Area, carry
 
on, be
 
employed by,
 
or engaged
 
in or
 
otherwise
interested in any Competitive Business:
(a)
 
for purposes of performing duties or providing services which are the same as or similar to those you
provided to the Coronado Group at any time within the 12
 
months immediately prior to the End Date; or
(b)
 
in a position in which you can use Confidential Information to gain an advantage for a Competitive
Business or cause detriment to the Coronado Group.
Priority of restrictions
You agree
 
that you intend the restrictions in this clause ('Post-Employment
 
Restrictions') to operate to their
maximum extent. However, should a court consider it necessary to reduce the extent of a restriction, the parties
intend that any reduction should be made to the Restricted
 
Area before any reductions are made to the
Restricted Period.
Consent
The restrictions in this clause ('Post-Employment Restrictions')
 
do not apply in circumstances where you have
obtained the Company's prior written consent.
Restrictions reasonable and inclusive
You agree that:
(a)
 
you will obtain Confidential Information during your employment, the disclosure of which could
materially harm the Coronado Group;
(b)
 
the restrictions in this clause ('Post-Employment Restrictions') are reasonable and necessary for the
protection of the Coronado Group's Confidential Information
 
and goodwill;
(c)
 
you intend the restrictions to operate to the maximum
 
extent;
(d)
 
damages may be inadequate to protect the Coronado Group's interests and the Coronado Group is
entitled to seek and obtain injunctive relief, or any other
 
remedy, in any court;
(e)
 
the restrictions are separate, distinct and several, so that the unenforceability of any restriction does
not affect the enforceability of the other restrictions;
(f)
 
consideration for these restraints is included in your remuneration;
 
and
(g)
 
despite anything in this clause ('Post-Employment Restrictions'), for the purposes of this clause ('Post-
Employment Restrictions'), a "substance over form" approach
 
is intended to be taken as to whether the
conduct prohibited by this clause ('Post-Employment Restrictions')
 
occurred in the Restricted Area. For
example, the provisions in this clause will apply if you solicit
 
an employee located inside the Restricted
Area but you take the relevant action (e.g. make a telephone
 
call or send an email to that employee) from
a location outside the Restricted Area.
 
 
Page 13
Modification of restrictions
If the restrictions in this clause ('Post-Employment Restrictions'):
(a)
 
are void as unreasonable for the protection of the Coronado Group's
 
interests; and
(b)
 
would be valid if part of the wording was deleted or the period or area
 
was reduced,
the restrictions will apply with the modifications necessary
 
to make them effective.
Obligations continue
Your obligations
 
under this clause ('Post-Employment Restrictions')
 
survive the ending of your employment.
Entitlement to Work in Australia
You warrant that you are legally able to reside and work in Australia and you acknowledge that your employment
with the Company is conditional upon you being able to legally
 
reside and work in Australia at all times.
Should your entitlement to work in Australia
 
change you are required to advise
 
the Company immediately.
 
If you
are
 
unable
 
to
 
provide
 
confirmation
 
of
 
your
 
current
 
(and
 
updated)
 
entitlement
 
to
 
work
 
in
 
Australia
 
this
 
offer
 
of
employment will be withdrawn or your employment with the Company
 
will end.
Reference and Background Checks
This offer of employment
 
with the Company is
 
made to you
 
on the understanding that
 
the information you provided
to
 
the
 
Company
 
during
 
the
 
recruitment
 
process
 
is
 
accurate
 
and
 
complete.
 
You
 
must
 
update
 
or
 
provide
 
to
 
the
Company any
 
material information
 
which may
 
impact your
 
employment under
 
this Contract,
 
which may
 
change
or
 
arise
 
at
 
any
 
time
 
prior
 
to
 
the
 
commencement
 
of
 
or
 
during
 
the
 
course
 
of
 
your
 
employment.
 
The
 
omission
of any
 
relevant information,
 
or the
 
provision of
 
false or
 
misleading information,
 
may result
 
in withdrawal
 
of your
offer of employment or disciplinary action being taken
 
against you (including termination).
To
ensure
 
the
 
integrity
 
of
 
the
 
recruitment
 
process,
 
the
 
Company
 
requires
 
all
 
new
 
employees
 
to
 
undergo
reference and background checking. Accordingly,
 
you acknowledge and accept that:
●
this Contract is conditional upon the
 
satisfactory completion of the reference
 
and background checks
set out below. If the Company is not satisfied with the results of any of any of the following checks, it
 
may
withdraw this offer of employment made to you; and
●
the Company may carry out the following checks on you to determine your
 
suitability for the position:
●
reference check with previous employers;
●
academic qualification check; and/or
●
criminal record check.
General
(a)
 
This Contract and the letter of offer states all of the express terms of the agreement between the
parties in relation to your employment and
 
supersede all prior discussions, negotiations, understandings
and agreements
 
with respect
 
to your
 
employment by
 
the Company.
 
These terms
 
may only
 
be modified
 
by
an agreement in writing signed by both parties.
(b)
 
Any notice to be given under these terms and conditions must be given in writing and may be given
either personally or by registered mail.
 
Any notice you are required to provide must be handed to your
Leader or
 
mailed addressed
 
to the
 
Company's mailing
 
address.
 
If the
 
Company is
 
required to
 
provide you
with notice, it will be either handed to you or addressed to you at your last
 
known place of residence.
 
 
Page 14
(c)
 
In this
 
Contract, a
 
reference to:
(i)
 
legislation
 
is
 
to
 
that
 
legislation
 
as
 
amended,
 
re-enacted
 
or
 
replaced,
 
and
 
includes
 
any
subordinate legislation issued under it;
(ii)
 
a
 
policy
 
or
 
other
 
document
 
is
 
to
 
that
 
policy
 
or
 
document
 
as
 
amended,
 
supplemented,
replaced or novated; and
(iii)
 
the "Coronado Group"
 
includes a reference to
 
any member of
 
the Coronado Group.
(d)
 
Any provision
 
of this Contract
 
which is
 
unenforceable
 
or partly
 
unenforceable
 
is, where
 
possible,
 
to be
severed to the extent necessary to make this Contract enforceable, unless this would
 
materially change
the intended effect of this Contract.
(e)
 
These terms and conditions and your employment referred to in this Contract
 
will be governed by the
laws of Queensland.
Acceptance of Contract
By accepting this
 
Contract, you are
 
acknowledging that:
(a)
 
you have not relied on any representations regarding your employment made by the Company (or
its agents or employees) other than matters expressly
 
set out in this Contract;
(b)
 
you have been given an opportunity to obtain advice concerning
 
its contents and effect; and
(c)
 
you have read and understand the contents of this Contract and the letter of offer and your obligations.
Signed: _/s/ Barrier van der Merwe
 
___________________
 
Date: December 20, 2024__
Barrie van der Merwe