Treatment of Performance Rights. (a) OZL must procure that the OZL Directors exercise their discretions under the terms of the Incentive Plans such that:
(i) all unvested Performance Rights, including any Performance Rights issued by OZL in accordance with clause 6.7(a) (other than any Performance Rights offered or issued to Executives as long term incentives for the period commencing 1 January 2023 which will be treated in accordance with clause 6.6(b)(iii) and 6.7(a)(iii)(B)), will vest on the earlier of the date contemplated by the terms of the relevant Incentive Plan (as at the date of this deed) and the Effective Date;
(ii) to the extent that on the Effective Date there will be transfer restrictions in respect of OZL Shares transferred or issued to holders on vesting of those Performance Rights, those transfer restrictions will be lifted but only to the extent necessary to permit the transfer of those OZL Shares to BHP under the terms of the Scheme;
(iii) subject to the above, all transfer restrictions in respect of OZL Shares that:
(A) were transferred or issued on vesting of Performance Rights before the date of this deed; and
(B) would prevent the relevant OZL Shares from being transferred to BHP under the terms of the Scheme, will be lifted on or after the Effective Date, but only to the extent necessary to permit the transfer of those OZL Shares to BHP under the terms of the Scheme;
(iv) the relevant number of OZL Shares to be transferred or issued (as applicable) to the holders of the relevant Performance Rights that vest in accordance with clause 6.6(a)(i) are transferred or issued (as applicable) on or after the Effective Date but prior to the Record Date to allow the relevant former holders of the relevant Performance Rights to participate in the Scheme;
(v) any outstanding Performance Rights as at the Effective Date which have not vested, or OZL does not cause to vest in accordance with clause 6.6(a)(i), are cancelled; and
(vi) by no later than the Record Date, there are no outstanding Performance Rights.
(b) For the avoidance of doubt, XXX acknowledges and agrees that, notwithstanding any other provision of this deed:
(i) the OZL Board can exercise such discretions and authorise such actions under the terms of the Incentive Plans (or otherwise) as it considers necessary or desirable to give effect to the arrangements contemplated by clause 6.6(a) or 6.7(a) (including, for the avoidance of doubt, acquiring or procuring the acquisition of OZL Shares on-market for the purpose...
Treatment of Performance Rights. The Cradle Board must take all steps in accordance with the plan rules governing the Performance Rights to give notice to the holders of the Performance Rights before the Second Court Date that their Performance Rights have become vested (on such terms and conditions as the Cradle Board may determine, after obtaining Bidder’s consent, such consent not to be unreasonably withheld), and issue Cradle Shares to those holders by no later than the Record Date.
