Download ASX Announcement _02 Dec 2011

Pacific Star Network Limited
ABN 20 009 221 630
Tel: +61 3 8420 1150
Fax: +61 3 9421 5383
For personal use only
E-mail: [email protected]
Internet: http://www.pacificstarnetwork.com.au
473 Swan Street, Richmond Victoria 3121
ASX Announcement
02 December 2011
The Manager
Company Announcements Office
Australian Stock Exchange Limited
Level 4, 20 Bridge Street
SYDNEY NSW 2000
Dear Sir
Renewal of CEO Contract
Pacific Star Network advises that it has renewed its contract with Chief Executive Officer,
Barrie Quick. The key terms and components of Mr Quick’s employment contract are as
follows.
Term
Four (4) years from 1 December 2011 but will continue until either party gives notice or
terminates the contract.
Remuneration
a. Base salary of $379,776 inclusive of superannuation. Salary is subject to CPI increases on
an annual basis; and
b. An annual bonus incentive of up to $40,000 in respect of achieving EBITDA budget
performance for the previous financial year; and
c. A grant of 1,000,000 performance related unlisted options will be issued to Mr Quick
and he will be entitled to exercise a proportion of these options into ordinary shares for
nil consideration over the term of the contract. Conditions for the exercise of options
include:
i. 200,000 options exercisable into ordinary shares, subject to achieving favourable
assessment of performance (performing the employees duties, achieving EBITDA
budget, continuing to be an employee) in each year of the agreement; and
ii. A further 50,000 options exercisable into ordinary shares subject to outperforming
EBITDA budget by at least 110%.
iii. The earliest date for exercise of the options is 1 October 2013 and annually on
each anniversary thereafter.
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Termination
a. Either party may terminate the agreement by providing six (6) months notice in writing.
For personal use only
b. If there is a change of control of the Company and Mr Quick is not appointed as Chief
Executive officer of the entity, then Mr Quick will be offered employment on terms no
less favourable than the terms of this agreement for a period of not less than eleven
(11) month from the date that the Company is so acquired.
c. In the event, that Mr Quick is made redundant and is restricted from exercising options
under this agreement, then the Company will pay Mr Quick compensation for the non
acquisition of further shares that he would have been entitled to on a pro-rata basis
pursuant to his employment agreement.
Forfeiture of Options
a. In the event that any options become un-exercisable as a result of not achieving
favourable performance in any given financial year, then they will be cancelled.
b. Where the Company or the employee terminates employment by providing six (6)
months period of notice, then all un-exercised options are forfeited, however the Board
in its absolute discretion may determine that Mr Quick should be granted a pro-rata
share of his entitlement having regard to the length of his employment since inception
of the agreement.
c. Where Mr Quick’s employment is terminated and it’s determined that the basis for such
termination comes under the “Bad Leaver” provisions of his contract, then he will forfeit
any entitlements under this agreement, including un-exercised options.
d. In the event that Mr Quick is made redundant or for any other reason, is dismissed
without cause, dies or becomes incapacitated then he will not be considered a “Bad
Leaver” or if the Board otherwise determines in its absolute discretion that he is not a
“Bad Leaver”, then Mr Quick will retain his entitlements to shares and options under this
agreement on a pro-rata basis.
Yours faithfully
Andrew Moffat
Chairman
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