Employment Agreement between the Company and David Callachor, dated September 27, 2021

The Employer is principally engaged in the business of breeding, growing, processing and selling agricultural seeds.

The Executive has already commenced employment with the Employer under the terms of an agreement dated 22 October 2018 (Prior Agreement) and agrees that the terms and conditions in this Agreement apply to that employment from the date on which this Agreement is signed.

Notwithstanding this Agreement between the Parties, the Executive's service with the Employer under the Prior Agreement is recognised based on the Executive's original start date with the Employer for the purposes of redundancy and all other untaken service-related entitlements, including but not limited to annual leave, long service leave and personal leave.

Defined terms & interpretation

Defined terms

the Executive disobeys a lawful direction of the Employer;

the Executive breaches any material provision of this Agreement;

is absent from the Executive's employment for any reason for a continuous period of more than 3 months, or for more than 3 months in any 12 month period during the employment, unless on paid leave for the whole of such absence or by reason of Disability;

engages in any conduct which, in the reasonable opinion of the Employer, may reflect adversely on the Employer or be damaging to the good standing or reputation of the Employer;

the Executive’s commission of any crime involving fraud or dishonesty under the laws of Australia or any state thereof;

the Executive’s attempted commission of, or participation in, a fraud or material act of dishonesty against the Company;

the Executive’s intentional, material violation of any contract or agreement between the Executive and the Company;

the Executive’s intentional, material violation of any statutory duty owed to the Company that is not cured within 30 days following the issuance of written notice from the Company to the Executive reasonably explaining the basis for the Company’s conclusion that said violation has occurred, provided that notice and opportunity to cure shall not apply where the violation is not reasonably susceptible of cure;

the Executive’s unauthorized use or disclosure of the Company’s Confidential Information or Intellectual Property;

the Executive engages in, or is involved in, serious or wilful misconduct relating to the business affairs of the Company.

any person or entity becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than in connection with a transaction involving the issuance of securities by the Company the principal purpose of which is to raise capital for the Company);

there is consummated a merger, consolidation or similar transaction to which the Company is a party and the stockholders of the Company immediately prior thereto do not own outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity immediately following such merger, consolidation or similar transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity immediately following such merger, consolidation or similar transaction; or

there is consummated a sale, lease exclusive license or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries), other than a sale, lease or other disposition of all or substantially all of the assets of the Company (and any of its subsidiaries) to an entity more than 50% of the combined voting power of which is owned immediately following such disposition by the stockholders of the Company immediately prior thereto.

a direct competitor of the Business; or

a business which is in the process of preparing to become a direct competitor of the Business.

all confidential information including, but not limited to:

trade secrets, confidential know-how, inventions, ideas, processes, formulas, software in source or object code, data, technology, designs, Intellectual Property and techniques, and any other work product of any nature;

all information relating to or connected with the Employer's contracted projects, and identified prospective projects or product plans, including the fact of those contracted or prospective projects or product plans;

financial, commercial, accounting, research, strategy, marketing and technical information, customer and supplier lists, know-how, technology, operating procedures, costs, margins, discounts, credit terms, pricing, quoting procedures, price lists, data bases, source codes and methodologies;

all information relating to development, new products, business and operational plans, budgets, unpublished financial statements and projections, future plans and strategies, capital-raising plans and internal services; and

information regarding personnel, employee lists, compensation, and employee skills.

all copies, notes and records based on or incorporating the information referred to in paragraph (a),

any property of the Group or any Group Member (including property leased by, or in the custody or possession of, the Group or any Group Member) including all written or machine readable material, software, computers, credit cards, keys, mobile telephones, security passes and vehicles; and

any document (including any form of electronic record) which includes any Confidential Information or which relates to the business of the Group or any Group Member or a customer or supplier of the Group or any Group Member.

a material breach of this Agreement by the Company;

a material reduction (but not less than 10%) by the Company of Executive’s Base Salary, unless such reduction is part of a reduction program applicable generally to other executive employees of the Company; and

a material reduction in the Executive’s duties, authority or responsibilities, taken as a whole, other than if asked to assume substantially similar duties and responsibilities in a larger entity after a Change of Control (provided, that a change in job position (including a change in title) or reporting line shall not be deemed a 'material reduction' in and of itself unless Executive’s new duties are materially reduced from the prior duties).

the Executive must provide written notice to the Board of the Executive’s intent to terminate with Good Reason within 90 days following the first occurrence of the condition(s) that the Executive believes constitutes Good Reason, which notice shall describe such condition(s);

the Company has not reasonably cured such event within 30 calendar days following receipt of such written notice (Cure Period); and

the Executive actually resigns from all positions the Executive then holds with the Company within the first 15 days after expiration of the Cure Period.

trade secrets, patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), trade Name rights,  mask work rights, domain Names, business Names, know-how, any right to have confidential information kept confidential and any application for any such rights and any right to apply for any such rights;

any application or right to apply for registration of any of the rights referred to in paragraph; and

whether or not such rights are registered or capable of being registered.

the right of integrity of authorship (that is, not to have a work subjected to derogatory treatment);

the right of attribution of authorship of a work; and

the right not to have authorship of a work falsely attributed

any business name, trademark (whether registered or not) or domain address associated with, used or registered by any Group Member or the subject of any application for registration; or

any business name, trademark or domain address which is confusingly similar to a business name, trademark or domain address referred to in paragraph (a).

the date of termination of the Executive's employment; or

the date from which direction under clause 15.1(a), 15.1(b)or 15.1(e) of this Agreement applies,

the period of twelve (12) months commencing on the date of termination of the Executive's employment, or if that period is held to be unenforceable;

the period of nine (9) months commencing on the date of termination of the Executive's employment, or if that period is held to be unenforceable;

the period of six (6) months commencing on the date of termination of the Executive's employment.

Interpretation

if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

a reference to includes or including must be construed without limitation;

a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

a reference to legislation or to a provision of legislation includes a modification or re‑enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

a reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing;

a reference to any thing is a reference to the whole or any part of that thing;

the singular includes the plural and vice versa;

a reference to a clause or schedule is a reference to a clause or schedule to this Agreement and a reference to this agreement includes any schedules;

a reference to an instrument, a document or agreement, including this agreement, includes a reference to that instrument, document or Agreement as novated, altered or replaced from time to time;

a reference to $ is a reference to Australian currency, except where stated in U.S. Dollars;

a reference to writing includes typewriting, printing, photocopying and any other method of representing words, figures or symbols in a permanent visible form.

Appointment and position

Position

Commencement date and term of Agreement

Hours of work

The Executive is employed on a full time basis and is required to work a minimum of 38 hours per week during the Employer's ordinary business hours. The Executive is also required to work such additional hours as are reasonably necessary or required.

The Executive acknowledges that working additional hours is part of the Executive's role and that this has been taken into account in setting the Remuneration.

Location

Continuation of terms and conditions

Warranties

by entering into this Agreement and performing the Executive's duties under this Agreement, the Executive will not be in breach of any agreement with, or obligation owed to, any third party including not being subject to any non-competition, confidentiality, trade secrets or other agreements(s) that would preclude, or restrict in any way, the Executive from fully performing the Executive's services under the Agreement;

they have disclosed everything to the Employer which may be material to the Employer's decision to offer the Executive employment under this Agreement; and

they are capable of performing the duties involved in the Position.

Executive's duties

Executive's duties

perform to the best of the Executive's abilities and knowledge the duties and obligations assigned to the Executive by the Employer from time to time and under this Agreement, whether during or outside the Employer's business hours and at such places as the Employer reasonably requires;

serve the Employer faithfully and diligently to the best of the Executive's ability;

use all reasonable efforts to promote the interests of the Employer;

act in the Employer's best interests;

comply with all lawful directions of the Employer, including, without limitation, the Employer's policies and procedures, as varied from time to time;

comply with all law applicable to the Executive's Position and the duties assigned to the Executive; and

report to the Company's Chief Executive Officer or such other senior Company officer as may be nominated by the Board from time to time.

Conflict of interest and other work

act in conflict with the Group's best interests;

be involved in competing with any Group Member; or

actively engage in any other employment, occupation, or consulting activity for any person other than a Group Member, for any direct or indirect remuneration, without the prior approval in writing of the Chief Executive Officer or the Board, with the exception of serving in any capacity with any civic, educational, or charitable organization and serving on the board(s) set forth in Schedule 1, provided such services do not materially interfere with Executive’s obligations to the Company.

Evidence

Authority

The Executive's salary and other benefits

Remuneration

the Minimum Superannuation Contributions; and

the cost to the Employer of any benefits provided as part of the Remuneration.  This includes fringe benefits tax, other tax and levies and administrative costs.

Salary sacrifice arrangements and variation of remuneration

the total cost to the Employer of the Remuneration does not change;

the Remuneration continues to include the Minimum Superannuation Contributions;

in respect of any salary sacrifice arrangement:

the Executive gives the Employer a written election for the salary sacrifice arrangement, separate to this contract; and

the salary sacrifice arrangement is made before the salary sacrifice commences; and

the Executive bears the cost to the Employer of the benefits provided as part of their Remuneration.  This includes fringe benefits tax and other tax and levies.

Payment of salary

Discretionary benefits

Deductions

Minimum Entitlements

the Minimum Entitlements will be calculated at the applicable minimum hourly rate prescribed by the Industrial Instrument or legislation;

as far as possible, the Remuneration and other employment related benefits will be in satisfaction of the Executive's Minimum Entitlements;

the Minimum Entitlements do not form part of this Agreement; and

the Base Salary includes payment for all hours the Executive works (whether part of ordinary working hours or not) including public holidays and substitute public holidays (whether the Executive works on those days or not).

Company Vehicle

Vehicle

Personal use

Car Policy

Withdrawal of vehicle

Tax and other deductions

Bonus

Discretionary cash bonus

the Executive's performance; and

the Employer's performance;

Discretionary non-cash bonus

the Executive's performance; and

the Employer's performance;

Employer to determine bonus

whether the Executive is entitled to a bonus; and

the amount of any bonus.

Termination

Relationship with termination provisions

Compensation Committee

Equity Incentive Compensation

Stock Ownership Guidelines

Expenses

Leave

Entitlement

annual leave;

long service leave;

sick leave, carer's leave and/or compassionate leave (Personal / Carer's Leave); and

parental leave,

Direction to take annual leave

Notification of absence

No payment in lieu

Closedown

Service

Confidential Information

Confidential Information

The Executive:

acknowledges that, during the term of employment the Executive may become acquainted with or have access to Confidential Information and Intellectual Property and agrees to maintain the confidence of the Confidential Information and Intellectual Property and to prevent its unauthorised disclosure to or use by any other person, firm or company;

shall not remove the Confidential Information or the Intellectual Property from the premises of the Company without the written consent of the Employer. In this clause, 'removal' includes the communication or transmission of information or copies of Confidential Information or the Intellectual Property to outside the Company's premises by any means whatsoever including telephone, facsimile or email whether to any person, firm or corporation or to the Executive directly;

shall not, for whatever reason appropriate, copy, memorise or in any manner reproduce or reverse engineer any of the Confidential Information or the Intellectual Property;

acknowledges that the Employer is solely entitled to the Confidential Information and Intellectual Property including trade secrets and copyright and acknowledges the confidential nature of, and the Employer’s intellectual and industrial property

rights in, the Confidential Information and Intellectual Property and in the associated documentation;

acknowledges that the Executive's obligations under this clause shall survive the termination of this Agreement;

shall take whatever measures are reasonably necessary to preserve confidentiality of the Confidential Information and Intellectual Property, including complying with all security measures established to safeguard Confidential Information from access or unauthorised use and keeping Confidential Information under its control; and

shall permit the Employer or its agent to examine all paperwork, computer files or programs or other material under the control or in the Executive's possession at the Company's premises or elsewhere to ensure compliance with this clause and the Executive agrees to furnish all such information and assistance as may be required for the purpose of examining the same.

The Executive must keep confidential all Confidential Information other than Confidential Information that:

the Executive is required to disclose in the course of the Executive's duties as an employee of the Employer, or on approval by an officer of the Company in writing; or

the Executive is required by law to disclose; or

is generally known or available by publication, commercial use or otherwise (subject to clause (a) above).

Use of Confidential Information

Notification

Reasonable assistance

Intellectual Property Rights and Moral Rights

Intellectual Property Rights and Moral Rights

agrees that all Intellectual Property Rights created, authored, discovered, reduced to practice or otherwise contributed to by the Executive:

in the course of the Executive's employment by the Employer (including improvements or modifications to the Employer's existing Intellectual Property Rights); or

that are otherwise related to the business or fields of interest of the Employer and developed using the Employer's resources or funds,

acknowledges that by virtue of this clause all future, as well as existing, Intellectual Property Rights and Employer IP are vested in the Employer;

for the avoidance of doubt, to the extent it has any such rights, the Executive irrevocably assigns any and all rights, title and interest in all such existing and future Intellectual Property Rights and Employer IP to the Employer at the time of creation;

no additional documentation is necessary to complete the assignment under sub-clause 11.1(c) however the Executive will execute any documents and do any such things as may be reasonably requested by the Employer to give effect to this clause 11.1;

acknowledges that the Executive may have Moral Rights;

in so far as the Executive is able, waives the Executive's Moral Rights; and

voluntarily and unconditionally consents to all or any acts or omissions by the Employer, or persons authorised by the Employer, which would otherwise infringe the Executive's Moral Rights.

Disclosure of Intellectual Property Rights

Records

Further assurances

Information Technology

Notification of surveillance

How surveillance may be carried out

accessing the Executive's email account or emails;

accessing files of the Executive;

accessing the Executive's work computer; and

recording internet usage by the Executive (including sites and pages visited, files downloaded, video and audio files accessed and data input) and accessing those records.

Privacy

each Group Member; and

each person to whom any Recipient discloses Personal information,

Gardening leave

Relief from duty and related matters

Relief from duty

not to carry out any of the Executive's duties;

not to attend for work or any Group Member's premises;

not to access any Group Member's computer systems;

to perform duties which are different to those which the Executive had been required to perform, provided only that the Executive has the necessary skills and competence to perform the duties;

not to have any contact with any customers, suppliers or employees of any Group Member;

to return Employer Property to the Employer;

any combination of the above,

Replacement of Executive

Executive's acknowledgment

the Executive provides special services to the Employer;

this clause is in the circumstances reasonable and necessary to protect the Employer's legitimate business interests; and

damages are not an adequate remedy for a breach of this clause.

Termination

Termination by the Employer Without Cause

Termination by the Employer With Cause

Termination by the Executive With Good Reason

Termination by the Executive Without Good Reason

Payment in lieu of notice

Severance Benefits - Termination Without Cause or With Good Reason

If Executive’s employment is terminated Without Cause by the Employer, or with Good Reason by the Executive (other than as a result of the Executive's death, Disability or the circumstances described in clause 16.7(a) below), then subject to the Release Requirement in clause 17 below, the Executive will be entitled to the following:

continuation of Executive’s Base Salary as in effect immediately before the Termination Date for a period of 12 months (which for clarity shall be reduced by any amounts already paid by the Employer pursuant to the notice period under clause 16.1 or 16.3 or payment in lieu of notice under clause 16.5 of this Agreement), subject to required payroll deductions and tax withholdings and payable in instalments according to the Employer’s regular payroll schedule beginning after the Release Effective Date (the Executive’s Base Salary being calculated for this purpose prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign with Good Reason);

payment of the sum of $540.00 per month, commencing from the Termination Date and ending 12 months after the Termination Date, by way of a contribution towards the Executive's private health insurance premiums to be paid upon the Executive furnishing satisfactory evidence of the insurance premiums and health insurance policy if requested by the Employer, subject to any required payroll deductions and tax withholdings;

the full discretionary cash bonus amount for the fiscal year in which the Termination Date occurs, less standard deductions and withholdings, payable in a lump sum as soon as practicable after the Release Effective Date; and

upon the Termination Date, (A) the vesting of all outstanding stock options, restricted stock units or other equity awards Executive holds with respect to the Employer’s Common Stock shall accelerate and vest such that one-third (1/3) of the unvested portion of such equity awards shall be deemed vested and fully exercisable and (B) each of Executive’s then-outstanding stock options shall remain exercisable until the earlier of (i) 12 months after such Termination Date, and (ii) such stock option’s original expiration date.

The Executive will only be entitled to the Severance Benefits described in clause 16.6(a) above if the Executive complies with the Release Requirement, provided such termination or resignation constitutes a separation from service, and any shareholder approval required by the Corporations Act has been obtained.

To be clear, if the employment is terminated With Cause by the Employer or without Good Reason by the Executive, the Executive will have no entitlement to the Severance Benefits stated herein (unless in accordance with clause 16.7(a)).

Severance Benefits – Termination Without Cause or Resignation With Good Reason during Change of Control Period

If at any time during the Change of Control Period the Executive's employment is terminated either Without Cause by the Employer (other than as a result of Executive’s death or Disability) or the Executive resigns with Good Reason, then subject to the Release Requirement in clause 17 below, the Executive will be entitled to the following benefits in lieu of (and not in addition to) the Severance Benefits described in clause 16.6(a) above:

a lump sum cash payment, to be made as soon as practicable following the Release Effective Date, in an amount equal to:

fifteen (15) months of the Executive’s Base Salary as in effect immediately before the Termination Date (which for clarity shall be reduced by any amounts already paid by the Employer pursuant to the notice period under clause 16.1 or 16.3 or payment in lieu of notice under clause 16.5 of this Agreement);

1.25 x the discretionary cash bonus for the fiscal year in which the Termination Date occurs, subject to required payroll deductions and tax withholdings.

the payment of the sum of $540.00 per month, for a period of 18 months following the effective date of the Change of Control, by way of a contribution towards the Executive's private health insurance premiums to be paid upon the Executive furnishing satisfactory evidence of the insurance premiums and health insurance policy if requested by the Employer, subject to any required payroll deductions and tax withholdings; and

upon the Termination Date, (A) all of the outstanding stock options, restricted stock units or other equity awards Executive holds with respect to the Employer’s

Common Stock shall accelerate and vest such that 100% of such equity awards shall be deemed vested and fully exercisable and (B) each of Executive’s then-outstanding stock options shall remain exercisable until the earlier of (i) 12 months after such Termination Date, and (ii) such stock option’s original expiration date.

For the avoidance of doubt, in no event shall Executive be entitled to Severance Benefits under both clause 16.6 above and this clause 16.7.  If Executive is eligible for Severance Benefits under both clause 16.6 above and this clause 16.7, Executive shall receive the Severance Benefits set forth in this clause 16.7 and such Severance Benefits shall be reduced by any Severance Benefits previously provided to Executive under clause 16.6.

The Executive will only be entitled to the Severance Benefits described in clause 16.7(a) above if the Executive complies with the Release Requirement in clause 17, provided such termination or resignation constitutes a separation from service, and any shareholder approval required by the Corporations Act has been obtained.

To be clear, if the employment is terminated With Cause by the Employer or without Good Reason by the Executive the Executive will have no entitlement to the Severance Benefits stated herein (unless in accordance with clause 16.6(a)).

Termination by Employer With Cause, by Executive Without Good Reason or Executive's death or Disability

Termination by Mutual Agreement of the Parties

Accrued rights

Release Requirement

To be eligible for any of the Severance Benefits provided in clause 16.6 and clause 16.7 of this Agreement, the Executive must satisfy the following release requirement (Release Requirement):

return to the Employer a signed and dated general release of all known and unknown claims in a termination agreement acceptable to the Employer (Release) within the applicable deadline set forth therein; and

permit the Release to become effective in accordance with its terms (such effective date of the Release, the Release Effective Date).  

Notwithstanding the foregoing, if the period for satisfaction of the Release Requirement begins in one taxable year and ends in another taxable year, then the Release Effective Date shall occur no sooner than the first date of such second taxable year.  

No Severance Benefits pursuant to this Agreement will be paid prior to the Release Effective Date.  

If the Executive breaches the requirements of this clause and/or refuses to sign and deliver to the Employer an executed Release, then Executive will not be entitled to any Severance Benefits or other benefits under this Agreement.

Breach of key terms under this Agreement

Any entitlement the Executive has to Severance Benefits provided in clause 16.6 or clause 16.7 of this Agreement, shall immediately cease, and no further payments shall be made, in the event that the Executive materially breaches any part of clauses 10, 11, 21, 22, 23 and 24 this Agreement.

The Executive’s right to future payments will be restored, and any omitted payments will be made to Executive promptly, if the Board in its reasonable good faith judgment determines that such breach is curable, and Executive cures the breach to the reasonable satisfaction of the Board within 30 days of having been notified thereof.  

Executive agrees to cooperate with the Employer and to provide timely notice as to Executive’s activities following a Termination Without Cause so that the Employer may monitor its obligation under this clause 18 and its subsections.

What happens after termination of employment

On termination

the Executive will be entitled to:

outstanding unpaid Base Salary up to the Termination Date;

any bonus entitlement subject to the terms of this Agreement;

untaken but accrued annual leave and long service leave (if applicable);

benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to the Executive and under which Executive has a vested right (including any right that vests in connection the termination of Executive’s employment); and

unreimbursed business expenses to which the Executive is entitled to reimbursement under the Company’s expense reimbursement policy;

the Employer may set off any amounts the Executive owes the Employer against any amounts the Employer owes the Executive at the date of termination except for amounts the Employer is not entitled by law to set off; and

the Executive must return all Employer Property including Confidential Information to the Employer on termination.

After termination

the Executive's obligations as to Confidential Information under clause 10 (except in respect of information that is part of the Executive's general skill and knowledge) clause 11, clause 21 and clause 22 continue to apply;

the Executive must not record, or make any copies of, any Confidential Information in any form;

as and when required by the Employer, the Executive must disclose any password, security access codes or other information used by the Executive in the course of their employment with the Employer;

the Executive must not represent themselves as being associated with the Group;

the Executive must not make any adverse comment, publicly or otherwise, about any Group Member; and

the Executive must provide any assistance to any Group Member reasonably required by the Employer in relation to any threatened or actual proceedings before a court or tribunal;

Directorships

Additional Remuneration

Termination of employment

the Executive will resign all directorships held as a consequence of the employment; and

the Executive irrevocably appoints the Company Secretary of the Company as their agent to execute any documents on the Executive's behalf.

Non-disparagement

During the Executive's employment with the Company and for 12 months after the Termination Date, Executive will not, and will cause the Executive’s relatives, agents and representatives to not, knowingly disparage, criticise or otherwise make any derogatory statements regarding the Company, its directors, or its officers.  

For 12 months after the Termination Date, the Company will not knowingly disparage, criticise or otherwise make any derogatory statements regarding Executive.  The Company’s obligations under the preceding sentence shall be limited to communications by its senior corporate executives having the rank of Vice President or above and members of the Board.  

The foregoing restrictions will not apply to any statements that are made truthfully in response to a subpoena or other compulsory legal process.  

Restraint

Restraint

Engage in or prepare to Engage in any business or activity that is a Competitor or the same as, or similar to, any part or parts of the Business;

solicit, canvass, approach or accept any approach from any Customer, Potential Customer, Supplier or Client with a view to obtaining the custom or supply of that

Customer, Supplier or Client in a business that is the same as or similar to any part or parts of the Business;

interfere with the relationship between any Group Member and any of their Customers, Suppliers, Clients or Group Personnel; or

induce, assist in inducing or assist any Group Personnel who is based within the Restraint Area to leave their employment or engagement with a Group Member.

Evidence

Other members of the Group

Acknowledgments

each restriction specified in this clauses 22.1(a), 22.1(b), 22.1(c) and 22.1(d) is in the circumstances reasonable and necessary to protect the Employer's legitimate business interests, including, but not limited to, the Employer's interest in protecting:

Confidential Information;

its relationships with Customers, Clients, Suppliers and Group Personnel; and

the goodwill of the Employer's Business; and

damages are not an adequate remedy for a breach of this clause, and other relief, including but not limited to injunctive relief, may be sought by the Employer.

Cascading provisions

Approaches by competitors

Approaches to Executive

Approaches to others

Confidentiality of this Agreement

for the purpose of obtaining professional legal or accounting advice; or

as expressly provided by this Agreement.

General

Entire agreement

constitutes the entire Agreement between the Parties as to the employment of the Executive; and

in relation to the employment of the Executive, supersedes any prior understanding or agreement between the Parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party.

Policies and representations

any policies or procedures of the Employer do not form part of this Agreement and are not intended to be contractual in nature;

in entering this Agreement, the Executive is not relying on any representations by, or on behalf of, any Group Member unless expressly incorporated into this Agreement; and

the Executive acknowledges that the Employer may vary or rescind any policies or procedures from time to time, in its absolute discretion and without any limitation on its capacity to do so.

Limitation on Damages

are not available for personal illness or injury or non‑pecuniary loss (including, but not limited to hurt, humiliation, distress and disappointment); and

cannot exceed the loss which the Executive would have suffered if the Employer had, instead of breaching the agreement, lawfully terminated the agreement at the earliest possible opportunity.

Variation of Agreement

Corporations Act

greater than permitted under the Corporations Act without the need to obtain any form of shareholder approval;

not permitted under the Corporations Act,

without the need for such shareholder approval; or

by the Corporations Act,

Suspension

Property of the Employer

Unenforceable clauses severed

Reference to laws

the law operates according to its terms (with the consequence that it may, or may not, apply to the Executive and may be varied, rescinded or replaced); and

the law is not incorporated into this Agreement and compliance with the law is not a term of this Agreement.

Compliance with laws

Waiver

Notice

if hand delivered, on delivery;

if sent by prepaid post, 3 business days after the date of posting; or

if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the total number of pages of the notice unless, within 8 business hours after that transmission, the recipient informs the sender that it has not received the entire notice.

Approvals

Headings

Applicable law

all Countries in which the Executive performs services;

United States of America and Australia;

Australia;

Queensland;