| | | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | | The |
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| Emerging growth company | | | |
| Page | |||
| PART I FINANCIAL INFORMATION | 1 | ||
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| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||
| Note |
2026
$ |
2025
$ |
2026
$ |
2025
$ | ||||||||||||||||
| Net sales | ||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
|
Cost of products sold
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
|
Research and development expense
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
|
Selling, general and administrative expense
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
|
Other non-operating income, net
|
||||||||||||||||||||
|
Interest and amortization of debt discount and expense
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
|
Net foreign exchange (losses)/gains
|
( | ) | ( | ) | ( | ) | ||||||||||||||
|
Fair value movement of derivatives
|
||||||||||||||||||||
|
Loss before income taxes from continuing operations
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Income tax benefit/(expense) | ( | ) | ||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Total (loss)/gain is attributable to: | ||||||||||||||||||||
|
Non-controlling interests
|
10 | ( | ) | |||||||||||||||||
|
Stockholders of the Company
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
|
Share information
|
||||||||||||||||||||
| Basic and diluted loss per share ($ per share) | 8 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
|
2026
$ |
2025
$ |
2026
$ |
2025
$ | |||||||||||||
|
Net loss
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Other comprehensive (loss)/income, net of tax:
|
||||||||||||||||
|
Foreign currency translation adjustments
|
( | ) | ( | ) | ||||||||||||
|
Other comprehensive (loss)/income for the period, net of tax
|
( | ) | ( | ) | ||||||||||||
|
Total comprehensive loss
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Total comprehensive loss is attributable to:
|
||||||||||||||||
|
Non-controlling interests
|
( | ) | ||||||||||||||
|
Stockholders of the Company
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Note |
September 30,
2026
$ |
December 31, 2025
$ | ||||||||||
|
ASSETS
|
||||||||||||
| Current Assets | ||||||||||||
|
Cash, cash equivalents and restricted cash
|
4 | |||||||||||
|
Accounts receivable from customers, net of allowances
|
||||||||||||
|
Inventories
|
||||||||||||
|
Prepaid expenses
|
||||||||||||
|
Other current assets
|
||||||||||||
| Total Current Assets | ||||||||||||
|
Non-Current Assets
|
||||||||||||
|
Plant and equipment, net
|
||||||||||||
|
Operating lease right-of-use assets, net
|
6 | |||||||||||
|
Intangible assets, net
|
||||||||||||
|
Other assets
|
4 | |||||||||||
| Total Non-Current Assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES | ||||||||||||
| Current Liabilities | ||||||||||||
|
Accounts payable
|
||||||||||||
|
Accrued and other liabilities
|
5 | |||||||||||
|
Current portion of operating lease liabilities
|
||||||||||||
|
Current portion of debt obligations
|
||||||||||||
| Total Current Liabilities | ||||||||||||
| Non-Current Liabilities | ||||||||||||
|
Long-term operating lease liabilities
|
6 | |||||||||||
|
Long-term debt obligations
|
||||||||||||
|
Other liabilities
|
||||||||||||
| Total Non-Current Liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | 11 | |||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||
| Common stock, $ |
7 | |||||||||||
| Preferred stock, $ |
||||||||||||
|
Additional paid in capital
|
||||||||||||
|
Accumulated other comprehensive loss
|
( | ) | ( | ) | ||||||||
|
Accumulated deficit
|
( | ) | ( | ) | ||||||||
|
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
|
( | ) | ||||||||||
|
Non-controlling interests
|
10 | ( | ) | |||||||||
|
TOTAL EQUITY (DEFICIT)
|
( | ) | ||||||||||
|
TOTAL LIABILITIES AND EQUITY
|
||||||||||||
|
| Common stock |
Additional
Paid
in Capital
$
|
Accumulated
Other Comprehensive
Loss
$
|
Accumulated
Deficit
$
|
Total
Stockholders’
Equity
$
|
Non-controlling
interests
$
|
Total Equity
$
| |||||||||||||||||||||||||
|
Shares
Quantity
|
Par Value
$
| |||||||||||||||||||||||||||||||
|
Balance at December 31, 2025
|
( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
|
Net (loss)/gain
|
- | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
|
Other comprehensive gain
|
- | |||||||||||||||||||||||||||||||
|
Common stock issued
|
||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||||||||||||||
|
Balance at March 31, 2026
|
( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
|
Net (loss)/gain
|
- | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
|
Other comprehensive gain
|
- | |||||||||||||||||||||||||||||||
|
Common stock issued
|
( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||||||||||||||
|
Balance at June 30, 2026
|
( | ) | ( | ) | ||||||||||||||||||||||||||||
|
Net loss
|
- | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
|
Other comprehensive loss
|
- | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
|
Common stock issued
|
||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||||||||||||||
|
Balance at September 30, 2026
|
( | ) | ( | ) | ||||||||||||||||||||||||||||
|
| Common stock |
Additional
Paid
in Capital
$
|
Accumulated
Other Comprehensive
Loss
$
|
Accumulated
Deficit
$
|
Total
Stockholders’
Equity
$
|
Non-controlling
interests
$
|
Total Equity
$
| |||||||||||||||||||||||||
|
Shares
Quantity
|
Par Value
$
| |||||||||||||||||||||||||||||||
|
Balance at December 31, 2024
|
( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
|
Net loss
|
- | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
|
Other comprehensive gain
|
- | |||||||||||||||||||||||||||||||
|
Common stock issued
|
||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||||||||||||||
|
Balance at March 31, 2025
|
( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
|
Net loss
|
- | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
|
Other comprehensive gain
|
- | |||||||||||||||||||||||||||||||
|
Common stock issued
|
||||||||||||||||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||||||||||||||
|
Balance at June 30, 2025
|
( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
|
Net (loss)/gain
|
- | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
|
Other comprehensive gain
|
- | |||||||||||||||||||||||||||||||
|
Stock-based compensation
|
- | |||||||||||||||||||||||||||||||
|
Balance at September 30, 2025
|
( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Nine months ended September 30, | ||||||||||||
| Note |
2026
$ |
2025
$ | ||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net loss
|
( | ) | ( | ) | ||||||||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Depreciation and amortization expense
|
||||||||||||
|
Equity-settled stock-based compensation
|
||||||||||||
|
Net foreign exchange losses
|
||||||||||||
|
Other items
|
( | ) | ||||||||||
|
Change in operating assets and liabilities:
|
||||||||||||
|
Accounts receivable, prepayments and other assets
|
( | ) | ||||||||||
|
Inventories
|
||||||||||||
|
Accounts payable, accrued and other liabilities
|
( | ) | ||||||||||
|
NET CASH USED IN OPERATING ACTIVITIES
|
( | ) | ( | ) | ||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Acquisition of plant and equipment
|
( | ) | ( | ) | ||||||||
|
Acquisition of intangible assets
|
( | ) | ||||||||||
|
Deferred proceeds from sale of distribution rights
|
||||||||||||
|
NET CASH USED IN INVESTING ACTIVITIES
|
( | ) | ( | ) | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds from issuance of shares, net of underwriting fees
|
7 | |||||||||||
|
Share issue transaction costs
|
7 | ( | ) | ( | ) | |||||||
|
Tax withholding paid on net-settled equity awards
|
7 | ( | ) | ( | ) | |||||||
|
Repayment of debt
|
( | ) | ( | ) | ||||||||
|
Principal payments on finance lease obligations
|
( | ) | ( | ) | ||||||||
|
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
( | ) | ||||||||||
|
Effect of exchange rate movements on cash, cash equivalents and restricted cash
|
( | ) | ( | ) | ||||||||
|
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
||||||||||||
|
Net change during the period
|
( | ) | ||||||||||
|
Balance at beginning of period
|
||||||||||||
|
Balance at end of period
|
4 | |||||||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
|
Operating cash outflows relating to operating leases
|
||||||||||||
|
Non-cash additions to right-of-use assets and lease liabilities
|
||||||||||||
|
Cash received for research and development tax incentive
|
||||||||||||
| (in thousands) |
September 30, 2026
$ | December 31, 2025
$ | ||||||
|
Cash at bank
|
||||||||
|
Cash equivalents (1)
|
||||||||
|
Current restricted cash
|
||||||||
|
Total current cash, cash equivalents and current restricted cash
|
||||||||
|
Non-current restricted cash (2)
|
||||||||
|
Total cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows
|
||||||||
|
(in thousands)
|
September 30, 2026
$ |
December 31, 2025
$ | ||||||
|
Current
|
||||||||
|
Accrued liabilities
|
||||||||
|
Employee compensation and withholdings
|
||||||||
|
Lease asset retirement obligation
|
||||||||
|
Cash-settled stock-based payment provision
|
||||||||
|
| Three months ended September 30, |
|
Nine months ended September 30,
| ||||||||||||||
|
2026
|
2025
|
2026
|
2025
| ||||||||||||||
|
Loss for the period, attributable to stockholders of the Company
|
$’000
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Weighted average number of shares outstanding: used in the denominator in calculating basic and diluted loss per share
|
Number
|
||||||||||||||||
|
Basic and diluted loss per share
|
$
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Securities excluded as their inclusion would be anti-dilutive
|
Number
|
||||||||||||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
| |||||||||||||
|
(in thousands)
|
2026
$
|
2025
$
|
2026
$
|
2025
$
| ||||||||||||
|
Equity-settled stock-based payments (including stock options and RSUs)
|
||||||||||||||||
|
Cash-settled stock-based payments (including SPP rights and CIUs)
|
( | ) | ||||||||||||||
|
Total stock-based compensation expense
|
||||||||||||||||
|
Classification of stock-based compensation expense
|
||||||||||||||||
|
Cost of products sold
|
||||||||||||||||
|
Research and development expense
|
||||||||||||||||
|
Selling, general and administrative expense
|
||||||||||||||||
|
Total stock-based compensation expense
|
||||||||||||||||
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
| |||||||||||||
|
Number of stock options
|
2026 | 2025 | 2026 | 2025 | ||||||||||||
|
Outstanding at beginning of period
|
||||||||||||||||
|
Granted
|
||||||||||||||||
|
Forfeited / Expired
|
( | ( | ( | ( | ||||||||||||
|
Exercised
|
( | (1) | ( | (1) | ( | (2) | ||||||||||
|
Outstanding at end of period
|
||||||||||||||||
|
|
Three months ended September 30, |
|
Nine months ended September 30, | |||||||||||||
|
Number of RSUs
|
2026 | 2025 | 2026 | 2025 | ||||||||||||
|
Outstanding at beginning of period
|
||||||||||||||||
|
Granted
|
||||||||||||||||
|
Forfeited
|
( | ( | ( | ( | ||||||||||||
|
Settled
|
( | ( | (1) | |||||||||||||
|
Outstanding at end of period
|
||||||||||||||||
| Three months ended September 30, 2026 | Nine months ended
September 30, 2026 | Three and nine months ended September 30, 2025 | ||||||||||
| Quantity granted during the period | ||||||||||||
| Weighted average fair value per option at grant date | $ | $ | $ | |||||||||
| Assumptions used: | ||||||||||||
| Share price at grant date range | $ | $ | $ | |||||||||
| Exercise price range | $ | $ | $ | |||||||||
| Expected volatility range | % | % | | |||||||||
| Expected life range | | | | |||||||||
| Expected dividends | Nil | Nil | | |||||||||
| Risk-free interest rate range | | | | |||||||||
| Service- and performance-based SPP | September 30, 2026 | December 31, 2025 | ||||||
| Weighted average fair value per SPP | $ | $ | ||||||
| Share price at measurement date | $ | $ | ||||||
| Base price | $ | $ | ||||||
| Expected volatility (weighted average) | % | % | ||||||
| Expected life (weighted average) | | | ||||||
| Risk-free interest rate (based on government bonds) | % | % | ||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
|
(in thousands)
|
2026
$ |
2025
$ |
2026
$ |
2025
$ | ||||||||||||
|
Net sales from external customers
|
||||||||||||||||
|
Depreciation & amortization
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Interest income
|
||||||||||||||||
|
Interest expense
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Other segment items
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
|
Segment net loss
|
( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
|
(in thousands)
|
2026
$ |
2025
$ |
2026
$ |
2025
$ | ||||||||||||
|
United States
|
||||||||||||||||
|
Australia
|
||||||||||||||||
|
Germany
|
||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
|
(in thousands)
|
2026
$ |
2025
$ |
2026
$ |
2025
$ | ||||||||||||
|
Customer A
|
||||||||||||||||
|
Customer B
|
||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | |||||||||||||||||||
|
Net sales
|
$ | 519 | $ | 429 | 21 | % | $ | 2,022 | $ | 1,603 | 26 | % | ||||||||||||
|
Costs and expenses:
|
||||||||||||||||||||||||
|
Cost of products sold
|
(126 | ) | (123 | ) | 2 | % | (473 | ) | (478 | ) | (1 | )% | ||||||||||||
|
Research and development expense
|
(21,333 | ) | (16,810 | ) | 27 | % | (62,159 | ) | (49,606 | ) | 25 | % | ||||||||||||
|
Selling, general and administrative expense
|
(8,901 | ) | (5,761 | ) | 55 | % | (24,235 | ) | (16,448 | ) | 47 | % | ||||||||||||
|
Operating loss
|
(29,841 | ) | (22,265 | ) | 34 | % | (84,845 | ) | (64,929 | ) | 31 | % | ||||||||||||
|
Other non-operating income, net
|
2,600 | 147 | 1,669 | % | 6,742 | 386 | 1,647 | % | ||||||||||||||||
|
Interest and amortization of debt discount and expense
|
(17 | ) | (15 | ) | 13 | % | (175 | ) | (63 | ) | 178 | % | ||||||||||||
|
Net foreign exchange (losses)/gains
|
160 | (83 | ) | N/A | (38 | ) | (611 | ) | (94 | )% | ||||||||||||||
|
Fair value movement of derivatives
|
- | 7 | (100 | )% | 35 | 15 | 133 | % | ||||||||||||||||
|
Loss before income taxes from continuing operations
|
(27,098 | ) | (22,209 | ) | 22 | % | (78,281 | ) | (65,202 | ) | 20 | % | ||||||||||||
|
Income tax benefit/(expense)
|
272 | - | 100 | % | (220 | ) | - | (100 | )% | |||||||||||||||
|
Net loss
|
(26,826 | ) | (22,209 | ) | 21 | % | (78,501 | ) | (65,202 | ) | 20 | % | ||||||||||||
|
Total (loss)/gain is attributable to:
|
||||||||||||||||||||||||
|
Non-controlling interests
|
- | 35 | (100 | )% | 443 | (260 | ) | N/A | ||||||||||||||||
|
Stockholders of the Company
|
$ | (26,826 | ) | $ | (22,244 | ) | 21 | % | $ | (78,944 | ) | $ | (64,942 | ) | 22 | % | ||||||||
| Nine Months Ended September 30, | ||||||||||||
| 2026 | 2025 | % Change | ||||||||||
|
Net cash provided by (used in):
|
||||||||||||
|
Operating activities
|
$ | (72,373 | ) | $ | (59,276 | ) | (22 | )% | ||||
|
Investing activities
|
(2,225 | ) | (199 | ) | (1,018 | )% | ||||||
|
Financing activities
|
298,370 | (1,827 | ) | 16,431 | % | |||||||
|
Effect of exchange rate movements on cash, cash equivalents and restricted cash
|
(14 | ) | (37 | ) | 62 | % | ||||||
|
Net change in cash, cash equivalents and restricted cash
|
$ | 223,758 | $ | (61,339 | ) | 465 | % | |||||
|
Location of Facility
|
Lease expiry date | Extension options |
|
9435 Winnetka Avenue North, Brooklyn Park, MN 55444
|
August 31, 2037 | Two seven-year options |
|
11600-11628 96th Avenue North, Maple Grove, MN 55369
|
April 30, 2030 | One two-year option |
|
26 Harris Road, Malaga WA 6090, Australia
|
July 31, 2029 | Two two-year options |
|
Period
|
Total number of shares purchased (1) |
Average price paid per share |
Total number of shares purchased as part of publicly announced plans or programs |
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs | ||||||||||||
|
July 1-31 2026
|
- | - | - | - | ||||||||||||
|
August 1-31 2026
|
45,787 | $ | 9.58 | - | - | |||||||||||
|
September 1-30 2026
|
35,756 | $ | 8.16 | - | - | |||||||||||
|
Total
|
81,543 | $ | 8.96 | - | - | |||||||||||
| Exhibit Number | Description | Incorporated by Reference | Filed | ||
| Form | Date | Number | Herewith | ||
|
Scheme Implementation Deed, dated August 13, 2024, by and between Anteris Technologies Global Corp. and Anteris Technologies Ltd
|
S-1 | 11/22/2024 | 2.1 | ||
|
Second Amended and Restated Certificate of Incorporation of Anteris Technologies Global Corp.
|
8-K | 12/16/2024 | 3.1 | ||
|
Amended and Restated Bylaws of Anteris Technologies Global Corp.
|
8-K | 12/16/2024 | 3.2 | ||
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4.1
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Reference is made to Exhibits 3.1 and 3.2
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Form of Common Stock Warrant
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10-Q | 11/12/2025 | 4.2 | ||
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Form of Confirmation Letter (containing the terms of the CDI Warrants)
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10-Q | 11/12/2025 | 4.3 | ||
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Employment Agreement, between Anteris Technologies Global Corp. and Brent Moen, dated September 4, 2026.
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8-K | 9/08/2026 | 10.1 | ||
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First Amendment to Supply & Quality Agreement, between Anteris Aus Operations Pty Ltd and Harvey Industries Group Pty Ltd, dated September 22, 2026.
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8-K | 9/23/2026 | 10.1 | ||
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Deed of Extension and Variation of Lease, dated August 11, 2026, by and between Giacomel Pty Ltd, Anteris Aus Operations Pty Ltd and Anteris Technologies Pty Ltd
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Form of Option Award Adjustment Notice (Director) (IPO – 2024)
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Form of Option Award Adjustment Notice (Employee) (IPO – 2024)
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Form of Share Price Performance Plan (SPP) Unit Adjustment Notice (IPO – 2024)
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Form of Notice of Contingent Grant and Restricted Stock Unit Agreement (Non-Employee Director – Australia) (December 2024)
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Notice of Contingent Grant and Restricted Stock Unit Agreement, dated December 16, 2024, by and between Anteris Technologies Global Corp. and John Seaberg
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Notice of Contingent Grant and Restricted Stock Unit Agreement, dated December 16, 2024, by and between Anteris Technologies Global Corp. and Wayne Paterson
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Notice of Contingent Grant and Restricted Stock Unit Agreement, dated December 16, 2024, by and between Anteris Technologies Global Corp. and David St Denis
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Notice of Grant and Restricted Stock Unit Agreement, dated December 16, 2024, by and between Anteris Technologies Global Corp. and Matthew McDonnell
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Form of Notice of Contingent Grant and Restricted Stock Unit Agreement (New Non-Employee Director – US)
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Notice of Grant and Restricted Stock Unit Agreement, dated December 3, 2025, by and between Anteris Technologies Global Corp. and Stephen Denaro
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Form of Notice of Grant and Restricted Stock Unit Agreement (Non-Employee Director – US)
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Notice of Contingent Grant and Restricted Stock Unit Agreement, dated March 4, 2026, by and between Anteris Technologies Global Corp. and Wayne Paterson
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Notice of Contingent Grant and Restricted Stock Unit Agreement, dated March 4, 2026, by and between Anteris Technologies Global Corp. and David St Denis
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Notice of Grant and Restricted Stock Unit Agreement, dated March 4, 2026, by and between Anteris Technologies Global Corp. and Matthew McDonnell
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Anteris Technologies Global Corp. Non-Employee Director Compensation Policy (As Amended and Restated Effective September 12, 2026)
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| Exhibit Number | Description | Incorporated by Reference | Filed | ||
| Form | Date | Number | Herewith | ||
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Notice of Contingent Grant and Nonqualified Stock Option Agreement, dated September 13, 2026, by and between Anteris Technologies Global Corp. and Wayne Paterson
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Notice of Contingent Grant and Nonqualified Stock Option Agreement, dated September 13, 2026, by and between Anteris Technologies Global Corp. and David St Denis
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Form of Notice of Contingent Grant and Performance-Based Restricted Stock Unit Agreement for Wayne Paterson and David St Denis
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| 10.22 | Form of Notice of Grant of Nonqualified Stock Option Agreement for Brent Moen | X | |||
| 10.23 | Notice of Grant of Nonqualified Stock Option Agreement for Matthew McDonnell | X | |||
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Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
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Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document.
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL Document and contained in Exhibit 101)
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Anteris Technologies Global Corp.
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By:
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/s/ Wayne Paterson
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Name:
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Wayne Paterson
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Title:
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Vice Chairman and Chief Executive Officer (Principal Executive Officer)
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By:
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/s/ Brent Moen
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Name:
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Brent Moen
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Title:
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Exhibit 10.3
GIACOMEL PTY LTD
and
ANTERIS AUS OPERATIONS PTY LTD
and
ANTERIS TECHNOLOGIES PTY LTD
Deed of Extension and Variation of Lease
Unit 1, 26 Harris Road, Malaga
COOPER | WEBB lawyers
Level 5, The Grosvenor
12 St Georges Terrace
Perth WA 6000
Tel: (08) 6244 3237
Fax: (08) 6245 3159
Ref: FVW/264162
| Deed of Extension and Variation of Lease | Cooper Webb Lawyers |
This deed of extension and variation of lease is made on 11 August 2026 between the following parties:
| 1. | Giacomel Pty Ltd (ACN 009 189 011) as trustee for the Adriano Property Unit Trust care of Prime Property Agency Pty Ltd, Level 2, 25 Walters Drive, Osborne Park in the State of Western Australia |
(‘Lessor’)
| 2. | Anteris Aus Operations Pty Ltd (ACN 095 710 339) with Principal Place of Business address at “Toowong Tower” Level 3, 9 Sherwood Road, Toowong in the State of Queensland |
(‘Lessee’)
| 3. | Anteris Technologies Pty Ltd (formerly known as Anteris Technologies Ltd) (ACN 088 221 078) at “Toowong Tower” Level 3, 9 Sherwood Road, Toowong in the State of Queensland |
(‘Guarantor’)
Recitals
| A. | The Lessor is the registered proprietor of the Land. |
| B. | The Lessee and the Lessor have agreed to extend the tenancy created by the Lease for a further period of three (3) years. |
| C. | The Lessee, Lessor and Guarantor agree to vary the Lease subject only to and upon the terms and conditions hereinafter contained. |
The parties agree in consideration of, among other things, the mutual promises contained in this deed:
| 1. | Definitions and interpretation |
| 1.1 | Definitions |
In this deed:
Annual Rental means the amount specified in Item 5 of the Schedule.
Business Day means a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday.
Extended Term means the period as described in Item 4 of the Schedule.
Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
page 1
| Deed of extension and variation of Lease | Cooper Webb Lawyers |
Land means the land described in Item 1 of the Schedule.
Lease means the lease described in Item 3 of the Schedule as amended, varied or supplemented from time to time.
Lessee includes his personal representatives and permitted assigns and where the Lessee is a corporation its successors and permitted assigns.
Lessee’s Covenants means all and any of the covenants, agreements and obligations contained or implied in the Lease or imposed by law to be performed by the lessee named in the Lease.
Lessor includes his personal representatives and permitted assigns and where the Lessor is a corporation its successors and permitted assigns.
Premises means the premises described in Item 2 of the Schedule.
Schedule means the schedule to this deed.
Special Conditions means the additional provisions as set out in Item 7 of the Schedule. If there is any inconsistency between these additional provisions and any other provisions of this Lease, the additional provisions will prevail.
| 1.2 | Interpretation |
In this deed:
| (a) | words importing the singular include the plural and the converse; |
| (b) | words importing a gender include all genders; |
| (c) | where a word or phrase is defined, its other grammatical forms have a corresponding meaning; |
| (d) | an expression importing a natural person includes an individual, a firm, a body corporate, an unincorporated association and any government agency; |
| (e) | a reference to anything (including any right) includes a part of that thing but nothing in this clause 1.2(e) implies that performance of part of an obligation constitutes performance of the obligation; |
| (f) | a reference to a clause, party, annexure, exhibit or schedule is a reference to a clause of, and a party, annexure, exhibit and schedule to, this deed and a reference to this deed includes any annexure, exhibit and schedule; |
| (g) | a reference to legislation or to a provision of legislation includes any modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; |
| (h) | a reference to a document includes all amendments or supplements to, or replacements or novation of, that document; |
| (i) | a reference to a party to a document includes that party’s successors and permitted substitutes (including persons taking by novation) and assigns; |
| (j) | a reference to a deed other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing; |
page 2
| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| (k) | a deed, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually; |
| (l) | nothing in this deed is to be interpreted against a party on the ground that the party put it forward; and |
| (m) | the meaning of terms is not limited by specific examples introduced by expressions “including” or “for example”, or similar expressions. |
| 1.3 | Business Day |
Where the day on or by which any thing is to be done is not a Business Day, that thing must be done on or by the next Business Day.
| 2. | Lessee’s covenants |
The Lessee to the intent that the obligations may continue throughout the Extended Term covenants and agrees with the Lessor to duly and punctually:
| (a) | pay the Annual Rental and all other moneys payable by the Lessee under the Lease at the times and in the manner set out in the Lease without any deduction whatsoever; and |
| (b) | perform and observe the covenants and stipulations contained or implied in the Lease on the part of the Lessee to be performed or observed or both. |
| 3. | Rental Review during Extended Term(s) |
The Lessee and Lessor agree that during the Extended Term(s) the Annual Rental will be reviewed in accordance with the provisions stated in this Deed.
| 4. | Lessor’s covenants |
The Lessor covenants with the Lessee during the Extended Term to perform and observe the covenants on the Lessor’s part to be performed and observed as are contained in the Lease.
| 5. | Variation of Lease |
The Lease shall be varied as set out herein to the intent that from and including the commencement of the Extended Term it shall be read and construed with those variations incorporated in the Lease and shall bind the parties to the Lease accordingly.
| 6. | Costs and expenses |
It is hereby further agreed and declared by the parties:
| (a) | The Lessee shall pay the reasonable and properly incurred costs of and incidental to the negotiations and instructions for and the preparation completion of this deed in duplicate and any duty on this deed and the counterparts hereof; |
| (b) | that the right of re-entry reserved by the Lease shall be exercisable by the Lessor not only in the events mentioned in the Lease as to the non-payment of the Annual Rental hereby reserved or any part or parts thereof but also in the event the Lessee shall fail to observe perform or fulfil any of the terms covenants and conditions on the Lessee’s part contained or implied herein; and |
page 3
| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| (c) | if after the expiration of the Extended Term or any extension or renewal thereof the Lessee with the consent of the Lessor holds over or continues in possession or occupation of the Leased Premises then the Lessee shall be a calendar monthly tenant only at the rental equal to one-twelfth of the Annual Rental and all other moneys payable by the Lessee for the twelve months immediately prior to expiration of the Extended Term and otherwise on the same covenants conditions and stipulations mutatis mutandis as are herein contained or implied and such monthly tenancy may be determined by one (1) calendar month’s notice in writing given at any time by either party to the other. |
| 7. | General |
| 7.1 | GST |
If any payment made by one party to any other party under or relating to this deed constitutes consideration for a taxable supply for the purposes of GST or any similar tax, the amount to be paid for the supply will be increased so that the net amount retained by the supplier after payment of that GST is the same as if the supplier was not liable to pay GST in respect of that supply. This provision is subject to any other agreement regarding the payment of GST on specific supplies, and includes payments for supplies relating to the breaches, termination, and indemnities arising from this deed.
| 7.2 | Counterparts |
| (a) | This deed may be executed in any number of counterparts. |
| (b) | All counterparts, taken together, constitute one instrument. |
| (c) | A party may execute this deed by signing any counterpart. |
| (d) | Signed copies sent by facsimile can constitute a counterpart. |
| 7.3 | To the extent not excluded by law |
The rights, duties and remedies granted or imposed under the provisions of this deed operate to the extent not excluded by law.
page 4
| Deed of extension and variation of Lease | Cooper Webb Lawyers |
Schedule
| Item 1: | Land |
Lot 69 on Deposited Plan 56784 being the whole of the land comprised in Certificate of Title Volume 2709 Folio 870.
| Item 2: | Premises |
The Premises commonly known as Unit 1, 26 Harris Road, Malaga in the State of Western Australia.
| Item 3: | Lease |
The undated lease around 2009 between the Lessor and the then Lessee.
Deed of variation of lease made on 23 June 2014.
Deed of extension and variation of lease made on 19 February 2019.
Deed of assignment of lease made on 28 March 2023.
Deed of variation of lease made on 12 June 2023.
Deed of extension and variation of lease made on 13 February 2024 between the Lessor, Lessee and Guarantor.
| Item 4: | Extended Term |
Three (3) years commencing 1 August 2026 and expiring on 31 July 2029.
Further Extended Term options
Two (2) years plus two (2) years.
| Item 5: | Annual Rental |
[***] plus GST payable in advance by equal consecutive monthly instalments of [***] plus GST plus Outgoings.
page 5
| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| Item 6: | Rent Reviews |
Fixed 4% increase
1 August 2027, 1 August 2028, 1 August 2030 and 1 August 2032.
Current Market Rent review no decrease provision
1 August 2029 and 1 August 2031.
| Item 7: | Additional Provisions |
7.1
The parties agree to the Extended Term as more fully set out above.
7.2
The parties agree to the Further Extended Term options as more fully set out above.
7.3
The Lessee is obliged to provide an updated bank guarantee in the amount of [***] being an amount equal to three (3) months instalments of rent and operating expenses (plus GST) before the expiry of the current guarantee on 31 July 2026.
7.4
All other terms and conditions remain.
page 6
| Deed of extension and variation of Lease | Cooper Webb Lawyers |
| Executed as a deed: | |||
| Signed by | |||
| Giacomel Pty Ltd | |||
| (ACN 009 189 011) | |||
| in accordance with Section 127 | |||
| of the Corporations Act 2001 | |||
| in the presence of: | |||
| /s/ Tristan Giacomel | |||
| Director Sign | Secretary / Director Sign | ||
| Tristan Giacomel | |||
| Director name | Secretary / Director Name |
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Signed by Anteris Aus Operations Pty Ltd
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| /s/ Wayne Paterson | /s/ Stephen Denaro | ||
| Director Sign | Secretary / Director Sign | ||
| Wayne Paterson | Stephen Denaro | ||
| Director name | Secretary / Director Name |
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Signed by Anteris Technologies Pty Ltd
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| /s/ Wayne Paterson | /s/ Stephen Denaro | ||
| Director Sign | Secretary / Director Sign | ||
| Wayne Paterson | Stephen Denaro | ||
| Director name | Secretary / Director Name |
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Overview
[This document outlines that, following the implementation of the Share and Option Schemes of Arrangement, any options over shares of Anteris Technologies Ltd held by you have been converted to options over ATGC CDIs. The number of options you hold remains unchanged, as do their vesting conditions, exercise price(s) and expiry date(s).]3
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[This document outlines that, following the implementation of the Share and Option Schemes of Arrangement, any options over shares of Anteris Technologies Ltd held by you have been converted to options over shares of Anteris Technologies Global Corp. The number of options you hold remains unchanged, as do their vesting conditions and expiry dates. However, the exercise price of those options has been adjusted to reflect the conversion from an Australian dollar amount to a U.S. dollar amount, based on the prevailing exchange rate on the implementation date of the Schemes.]4
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Participant:
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Number of RSUs:
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[ ]
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Date of Contingent Grant:
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[ ] (the “Date of Contingent Grant”)
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Vesting Dates:
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One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Contingent Grant (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous service to the Company as a non-employee Director on each such Vesting Date.
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Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement.
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Dividend Equivalents:
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Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 4 of the Agreement, and will be paid in CHESS Depositary Interests (“CDIs”) to Participant upon any settlement of the RSUs.
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ANTERIS TECHNOLOGIES GLOBAL CORP.
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By:
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Date:
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ANTERIS TECHNOLOGIES GLOBAL CORP.
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By:
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Participant
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Date:
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Exhibit 10.8
NOTICE
OF CONTINGENT GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
| Participant: | John Seaberg | |
| Number of RSUs: | 83,333 | |
| Date of Contingent Grant: |
December 16, 2024 (the “Dale of Contingent Grant”)
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| Vesting Dates: |
One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Contingent Grant (each anniversary, a “Vesting Date”),
subject to Participant remaining in the continuous service to the
Company as a non-employee Director on each such Vesting Date.
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| Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. | ||
| Dividend Equivalents: | Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 4 of the Agreement, and will be paid in shares of Common Stock to Participant upon any settlement of the RSUs. |
By the Company’s signature below and by Participant’s clicking the “Accept” button online, the Company and Participant agree that the RSUs are governed by this Notice and by the provisions of the Plan and the Agreement, both of which are attached to and made a part of this document. Participant acknowledges receipt of copies of the Plan and the Agreement, represents that Participant has read and is familiar with their provisions, and hereby accepts the RSUs subject to all of their terms and conditions.
The Company has caused this Notice and the Agreement to be effective as of the Date of Contingent Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
| By: | /s/ Wayne Paterson | |
| Date: | 12/17/24 |
ANTERIS TECHNOLOGIES GLOBAL CORP.
Non-Employee Director Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Contingent Grant (the “Notice”), to which this Non-Employee Director Restricted Stock Unit Agreement (this “Agreement’’) is attached, on a contingent basis, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, this Agreement, and stockholder approval as set forth in the Notice for the issuance of the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
Notwithstanding anything to the contrary in this Agreement, the effectiveness of the provisions of this Agreement (and any corresponding benefits to Participant) is subject to and contingent on receipt of stockholder approval of the issue of the RSUs to the Participant in accordance with the requirements of the ASX Listing Rules, including ASX Listing Rule 10.14. For the purpose of clarity, if stockholders do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then this Agreement and the RSUs hereunder will be deemed cancelled and of no further force or effect.
| 1. | Normal Vesting. |
| (a) | Subject to the terms and conditions of Sections 2 and 3 hereof, the RSUs will vest in accordance with the vesting schedule set forth in the Notice and will be paid in accordance with Section 5 hereof. |
| (b) | For the purposes of this Agreement, Participant’s continuous service to the Company as a non-employee Director shall not be deemed to have been interrupted, and Participant shall not be deemed to have ceased serving the Company as a non-employee Director, by reason of any commencement of employment with the Company or its Subsidiaries. |
| 2. | Change in Control. Notwithstanding the provisions of Section 1 hereof, and subject to the payment provisions of Section 5 hereof, upon the consummation of a Change in Control occurring during the vesting period described in the Notice while Participant is in continuous service to the Company as a non-employee Director, to the extent the RSUs have not yet vested, the RSUs shall immediately become nonforfeitable. |
| 3. | Forfeiture of Awards. Except as provided in Section 2 of this Agreement, Participant’s right to receive the RSUs, to the extent not yet vested, shall be forfeited automatically and without further
notice on the date that Participant’s continuous service to the Company as a non-employee Director terminates prior to the end of the vesting period described in the Notice.
In the event that Participant shall intentionally commit an act that the Committee determines to be materially adverse to the
interests of the Company or a Subsidiary, Participant’s right to receive the RSUs shall be forfeited at the time of that
determination notwithstanding any other provision of this Agreement to the contrary. |
| 4. | Dividend Equivalents. Following the Date of Contingent Grant, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per share of Common Stock on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Fair Market Value of the Common Stock on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
| 5. | Payment of Awards. |
| (a) | General. Subject to Section 3 and Section 5(b), payment for the RSUs that are nonforfeitable will be made in shares of Common Stock (with one share of Common Stock being paid for each nonforfeitable RSU) within ten days following each of the Vesting Dates. |
| (b) | Change in Control. Notwithstanding Section 5(a), upon the consummation of a Change in Control, Participant is entitled to receive payment for all RSUs, to the extent not yet paid, on the date of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 5(a) as though such Change in Control had not occurred. |
| 6. | Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, including any applicable laws of Australia; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or shares of Common Stock underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
| 7. | Transferability. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 7 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the shares of Common Stock underlying the RSUs. |
| 8. | Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of
Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A
of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of
Participant). |
| 9. | Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
| 10. | No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
| 11. | Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
| 12. | Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the shares of Common Stock in any one or more of the ways referred to above. |
| 13. | Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the Common Stock or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
| 14. | Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
| 15. | Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
[SIGNATURES ON FOLLOWING PAGE]
This Agreement is executed by the Company on this____ day of _____________, 2024.
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | /s/ Wayne Paterson | |
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the shares of Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ John Seaberg | ||
| Participant | ||
| Date: | 12-20-24 | |
Exhibit 10.9
NOTICE OF CONTINGENT GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Contingent Grant (this “Notice”) as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Notwithstanding the foregoing, the effectiveness of the provisions of this Notice and Agreement (and any corresponding benefits to Participant) is subject to and contingent on stockholder approval of the issue of the RSUs to the Participant in accordance with the requirements of the Australian Securities Exchange (“ASX”) Listing Rules (“ASX Listing Rules”), including for the purposes of ASX Listing Rule 10.14. For the purpose of clarity, if stockholders do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then the Notice and Agreement and the RSU award thereunder will be of no further force or effect. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
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Participant: |
Wayne Paterson |
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Number of RSUs: |
1,000,000 |
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Date of Contingent Grant: |
December 16, 2024 (the “Date of Contingent Grant”) |
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Vesting Dates: |
One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Contingent Grant (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date.
Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. |
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Dividend Equivalents: |
Dividend equivalents with respect to the RSUs will be accumulated for
the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 7 of the Agreement, and will be paid in shares of Common Stock to Participant upon any
settlement of the RSUs. |
By the Company’s signature below and by Participant’s clicking the “Accept” button online, the
The Company has caused this Notice and the Agreement to be effective as of the Date of Contingent Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
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By: Date: |
/s/ John Seaberg
12-20-24 |
ANTERIS TECHNOLOGIES GLOBAL CORP.
Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Contingent Grant (the “Notice”), to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, on a contingent basis, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, this Agreement, and stockholder approval as set forth in the Notice, for the issuance of the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
Notwithstanding anything to the contrary in this Agreement, the effectiveness of the provisions of this Agreement (and any corresponding benefits to Participant) is subject to and contingent on receipt of stockholder approval of the issue of the RSUs to the Participant in accordance with the requirements of the ASX Listing Rules, including ASX Listing Rule 10.14. For the purpose of clarity, if stockholders do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then this Agreement and the RSUs hereunder will be deemed cancelled and of no further force or effect.
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1. |
Payment of RSUs. The RSUs will become payable if the Restriction Period (as defined in Section 4(c) of this Agreement) lapses and Participant’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement. |
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2. |
RSUs Not Transferrable. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the underlying shares of Common Stock. |
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3. |
Vesting of RSUs. Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the RSUs will Vest in accordance with the schedule set forth in the Notice. For purposes of this Agreement, the continuous employment of Participant with the Company or a Subsidiary will not be deemed to have been interrupted, and Participant will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Participant’s employment among the Company and its Subsidiaries or if Participant is absent on leave approved by a duly constituted officer of the Company or its Subsidiaries. |
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4. |
Alternative Vesting of RSUs. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, to the extent the RSUs have not been forfeited pursuant to Section 5 hereof, the RSUs will Vest earlier than the time provided for in Section 3 under the following circumstances: |
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(a) |
Death or Permanent Disability. If Participant’s employment with the Company or any Subsidiary terminates due to Participant’s death or Permanent Disability, then any RSUs that have not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Participant has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
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(b) |
Termination without Cause or for Good Reason. If the Company terminates Participant’s employment with the Company or any Subsidiary other than for Cause (as defined in Section 4(d)), death or Permanent Disability or Participant terminates his employment with the Company for Good Reason (as defined in Section 4(d)), then a pro rata portion of the RSUs shall vest, with such pro rata portion determined by multiplying (i) the total number of RSUs by (ii) a fraction, the numerator of which is the number of calendar days that shall have elapsed from the Date of Contingent Grant until the date of such termination and the denominator of which is the number of calendar days in the full vesting period, and subtracting from such amount the number of RSUs (if any) that previously Vested. |
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(c) |
Change in Control. |
(i) Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Contingent Grant and ends on the third Vesting Date (such period, the “Restriction Period”) while Participant is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Participant.
(ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Participant is subject to U.S. federal income tax under the Code, are not less favorable to Participant than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Participant’s employment with the Company or the Successor without Cause by the Company or the Successor or for Good Reason by Participant within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Participant than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii) If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
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(d) |
Definitions. For purposes of this Section 4: |
(i) “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Participant: (A) any intentional act of fraud, embezzlement or theft in connection with Participant’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Participant’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Participant will be deemed “intentional” unless done or omitted to be done by Participant not in good faith and without reasonable belief that Participant’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Participant who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement.
(ii) “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Participant attached to Participant’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Participant’s principal office immediately prior to the Change in Control, or a material reduction in Participant’s remuneration upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Participant gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Participant’s employment is terminated within 30 days thereafter.
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5. |
Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or Section 4 by the latest Vesting Date set forth in the Notice will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Participant ceases to be an employee of the Company or a Subsidiary prior to the latest Vesting Date set forth in the Notice for any reason other than as described in Section 4). |
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6. |
Form and Time of Payment of RSUs. |
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(a) |
General. Subject to Section 5 and Section 6(b), payment for Vested RSUs will be made in shares of Common Stock (with one share of Common Stock being paid for each nonforfeitable RSU) within ten days following each Vesting Date set forth in the Notice. |
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(b) |
Other Payment Events. Notwithstanding Section 6(a), to the extent the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows (with one share of Common Stock being paid for each nonforfeitable RSU): |
(i) Change in Control. Upon the consummation of a Change in Control, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a) or 6(b)(ii) as though such Change in Control had not occurred.
(ii) Qualifying Termination Following a Change in Control. Upon a Qualifying Termination, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Qualifying Termination.
(iii) Death or Permanent Disability. On the date of Participant’s termination of employment due to Participant’s death or Permanent Disability, payment for any Vested RSUs will be made in shares of Common Stock within ten days of such termination date.
(iv) Termination without Cause or for Good Reason. On the date of Participant’s termination of employment by the Company other than for Cause, death or Permanent Disability or by Participant for Good Reason, payment for any Vested RSUs will be made in shares of Common Stock within ten days of such termination date.
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7. |
Dividend Equivalents. Following the Date of Contingent Grant, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per share of Common Stock on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Fair Market Value of the Common Stock on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
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8. |
Compensation Recovery; Other Acknowledgements. |
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(a) |
Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Participant’s RSUs, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the RSUs covered by this Agreement, Participant (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Participant is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Participant of any such amounts, including from Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
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(b) |
Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (a) prevents Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (b) limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002). |
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9. |
Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, including any applicable laws of Australia; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or shares of Common Stock underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
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10. |
Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
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11. |
Withholding Taxes. If the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Participant’s right to receive Common Stock or cash under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such Common Stock or cash (or the realization of any other benefit provided for under this Agreement) that Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Participant may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Participant may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the shares of Common Stock provided for under this Agreement or by Participant’s surrender of a portion of the shares of Common Stock that he or she has owned. In no event, however, will the Company accept shares of Common Stock for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Participant’s benefit is to be received in the form of Common Stock, and Participant fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Participant is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Participant is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold shares of Common Stock otherwise payable to Participant under this award in order to satisfy such withholding, with the number of shares of Common Stock withheld having a value equal to the amount required to be withheld. The shares of Common Stock used for tax withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the applicable benefit is to be included in Participant’s income. |
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12. |
Rights as a Stockholder. Participant will not have any rights as a Stockholder with respect to any Common Stock granted to him or her under this Agreement prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company. |
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13. |
Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Participant at any time. |
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14. |
No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
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15. |
Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
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16. |
Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the shares of Common Stock in any one or more of the ways referred to above. |
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17. |
Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the Common Stock or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
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18. |
Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
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19. |
Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
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20. |
Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participant). |
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[SIGNATURES ON FOLLOWING PAGE]
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the shares of Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ Wayne Paterson | ||
| Participant | ||
| Date: | 12/17/24 | |
This Agreement is executed by the Company on this 20 day of Dec, 2024.
| Anteris Technologies Global Corp. | ||
| By | /s/ John Seaberg | |
Exhibit 10.10
NOTICE OF GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Grant (this “Notice”) as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
| Participant: | David St. Denis | |
| Number of RSUs: | 500,000 | |
| Date of Grant: | December 16, 2024 (the “Date of Grant”) | |
| Vesting Dates: | One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Grant (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date. | |
| Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. |
| Dividend Equivalents: | Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 7 of the Agreement, and will be paid in shares of Common Stock to Participant upon any settlement of the RSUs. |
By the Company’s signature below and by Participant’s clicking the “Accept” button online, the Company and Participant agree that the RSUs are governed by this Notice and by the provisions of the Plan and the Agreement, both of which are attached to and made a part of this document. Participant acknowledges receipt of copies of the Plan and the Agreement, represents that Participant has read and is familiar with their provisions, and hereby accepts the RSUs subject to all of their terms and conditions.
The Company has caused this Notice and the Agreement to be effective as of the Date of Grant.
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | /s/ Wayne Paterson | |
| Date: | 12/17/24 | |
ANTERIS TECHNOLOGIES GLOBAL CORP.
Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Grant (the “Notice”), to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, and this Agreement, for the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
| 1. | Payment of RSUs. The RSUs will become payable if the Restriction Period (as defined in Section 4(c) of this Agreement) lapses and Participant’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement. |
| 2. | RSUs Not Transferrable. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the underlying shares of Common Stock. |
| 3. | Vesting of RSUs. Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the RSUs will Vest in accordance with the schedule set forth in the Notice. For purposes of this Agreement, the continuous employment of Participant with the Company or a Subsidiary will not be deemed to have been interrupted, and Participant will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Participant’s employment among the Company and its Subsidiaries or if Participant is absent on leave approved by a duly constituted officer of the Company or its Subsidiaries. |
| 4. | Alternative Vesting of RSUs. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, to the extent the RSUs have not been forfeited pursuant to Section 5 hereof, the RSUs will Vest earlier than the time provided for in Section 3 under the following circumstances: |
| (a) | Death or Permanent Disability. If Participant’s employment with the Company or any Subsidiary terminates due to Participant’s death or Permanent Disability, then any RSUs that have not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Participant has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
| (b) | Change in Control. |
(i) Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Grant and ends on the third Vesting Date (such period, the “Restriction Period”) while Participant is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Participant.
(ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Participant is subject to U.S. federal income tax under the Code, are not less favorable to Participant than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Participant’s employment with the Company or the Successor without Cause (as defined in Section 4(b)(iii)) by the Company or the Successor or for Good Reason (as defined in Section 4(b)(iv)) by Participant within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Participant than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii) For purposes of Section 4(b)(ii), “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Participant: (A) any intentional act of fraud, embezzlement or theft in connection with Participant’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Participant’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Participant will be deemed “intentional” unless done or omitted to be done by Participant not in good faith and without reasonable belief that Participant’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Participant who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement.
(iv) For purposes of Section 4(b)(ii), “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Participant attached to Participant’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Participant’s principal office immediately prior to the Change in Control, or a material reduction in Participant’s base salary upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Participant gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Participant’s employment is terminated within 30 days thereafter.
(v) If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
| 5. | Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or Section 4 by the latest Vesting Date set forth in the Notice will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Participant ceases to be an employee of the Company or a Subsidiary prior to the latest Vesting Date set forth in the Notice for any reason other than as described in Section 4). |
| 6. | Form and Time of Payment of RSUs. |
| (a) | General. Subject to Section 5 and Section 6(b), payment for Vested RSUs will be made in shares of Common Stock (with one share of Common Stock being paid for each nonforfeitable RSU) within ten days following each Vesting Date set forth in the Notice. |
| (b) | Other Payment Events. Notwithstanding Section 6(a), to the extent the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows (with one share of Common Stock being paid for each nonforfeitable RSU): |
(i) Change in Control. Upon the consummation of a Change in Control, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a) or 6(b )(ii) as though such Change in Control had not occurred.
(ii) Qualifying Termination Following a Change in Control. Upon a Qualifying Termination, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Qualifying Termination.
(iii) Death or Permanent Disability. On the date of Participant’s termination of employment due to Participant’s death or Permanent Disability, payment for any Vested RSUs will be made in shares of Common Stock within ten days of such termination date.
| 7. | Dividend Equivalents. Following the Date of Grant, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per share of Common Stock on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Fair Market Value of the Common Stock on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
| 8. | Compensation Recovery; Other Acknowledgements. |
| (a) | Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 1OD of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Participant’s RSUs, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the RSUs covered by this Agreement, Participant (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Participant is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Participant of any such amounts, including from Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
| (b) | Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (a) prevents Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (b) limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002). |
| 9. | Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, including any applicable laws of Australia; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or shares of Common Stock underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
| 10. | Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
| 11. | Withholding Taxes. If the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Participant’s right to receive Common Stock or cash under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such Common Stock or cash (or the realization of any other benefit provided for under this Agreement) that Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Participant may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Participant may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the shares of Common Stock provided for under this Agreement or by Participant’s surrender of a portion of the shares of Common Stock that he or she has owned. In no event, however, will the Company accept shares of Common Stock for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Participant’s benefit is to be received in the form of Common Stock, and Participant fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Participant is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Participant is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold shares of Common Stock otherwise payable to Participant under this award in order to satisfy such withholding, with the number of shares of Common Stock withheld having a value equal to the amount required to be withheld. The shares of Common Stock used for tax withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the applicable benefit is to be included in Participant’s income. |
| 12. | Rights as a Stockholder. Participant will not have any rights as a Stockholder with respect to any Common Stock granted to him or her under this Agreement prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company. |
| 13. | Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Participant at any time. |
| 14. | No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
| 15. | Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
| 16. | Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the shares of Common Stock in any one or more of the ways referred to above. |
| 17. | Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the Common Stock or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
| 18. | Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
| 19. | Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
| 20. | Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participant). |
[SIGNATURES ON FOLLOWING PAGE]
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the shares of Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ David St Denis | ||
| Participant | ||
| Date: | 1/18/2024 | |
This Agreement is executed by the Company on this ___ day of ________, 2024.
| Anteris Technologies Global Corp. | ||
| By | /s/ Wayne Paterson | |
Exhibit 10.11
NOTICE
OF GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSV”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Grant (this “Notice”) as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
| Participant: | Matthew McDonnell |
| Number of RSUs: | 83,333 |
| Date of Grant: | December 16, 2024 (the “Date of Grant”) |
| Vesting Dates: | One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Grant (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date. |
Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement.
| Dividend Equivalents: | Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 7 of the Agreement, and will be paid in CHESS Depositary Interests (“CDIs”) to Participant upon any settlement of the RSUs. |
By the Company’s signature below and by Participant’s clicking the “Accept” button online, the Company and Participant agree that the RSUs are governed by this Notice and by the provisions of the Plan and the Agreement, both of which are attached to and made a part of this document. Participant acknowledges receipt of copies of the Plan and the Agreement, represents that Participant has read and is familiar with their provisions, and hereby accepts the RSUs subject to all of their terms and conditions.
The Company has caused this Notice and the Agreement to be effective as of the Date of Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
| By: | /s/ Wayne Paterson | |
| Date | 12/17/24 |
ANTERIS TECHNOLOGIES GLOBAL CORP.
Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Grant (the “Notice”), to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, and this Agreement, for the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
| 1. | Payment of RSUs. The RSUs will become payable if the Restriction Period lapses and Participant’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement. |
| 2. | RSUs Not Transferrable. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the underlying CDIs. |
| 3. | Vesting of RSUs. Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the RSUs will Vest in accordance with the schedule set forth in the Notice. For purposes of this Agreement, the continuous employment of Participant with the Company or a Subsidiary will not be deemed to have been interrupted, and Participant will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Participant’s employment among the Company and its Subsidiaries or if Participant is absent on leave approved by a duly constituted officer of the Company or its Subsidiaries. |
| 4. | Alternative Vesting of RSUs. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, to the extent the RSUs have not been forfeited pursuant to Section 5 hereof, the RSUs will Vest earlier than the time provided for in Section 3 under the following circumstances: |
| (a) | Death or Permanent Disability. If Participant’s employment with the Company or any Subsidiary terminates due to Participant’s death or Permanent Disability, then any RSUs that have not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Participant has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
| (b) | Change in Control. |
(i) Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Grant and ends on the third Vesting Date (such period, the “Restriction Period”) while Participant is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Participant.
(ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Participant is subject to U.S. federal income tax under the Code, are not less favorable to Participant than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Participant’s employment with the Company or the Successor without Cause (as defined in Section 4(b)(iii)) by the Company or the Successor or for Good Reason (as defined in Section 4(b)(iv)) by Participant within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Participant than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii) For purposes of Section 4(b)(ii), “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Participant: (A) any intentional act of fraud, embezzlement or theft in connection with Participant’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Participant’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Participant will be deemed “intentional” unless done or omitted to be done by Participant not in good faith and without reasonable belief that Participant’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Participant who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement.
(iv) For purposes of Section 4(b)(ii), “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Participant attached to Participant’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Participant’s principal office immediately prior to the Change in Control, or a material reduction in Participant’s base salary upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Participant gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Participant’s employment is terminated within 30 days thereafter.
(v) If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
| 5. | Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or Section 4 by the latest Vesting Date set forth in the Notice will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Participant ceases to be an employee of the Company or a Subsidiary prior to the latest Vesting Date set forth in the Notice for any reason other than as described in Section 4). |
| 6. | Form and Time of Payment of RSUs. |
| (a) | General. Subject to Section 5 and Section 6(b), payment for Vested RSUs will be made in CDIs (with one CDI being paid for each nonforfeitable RSU) within ten days following each Vesting Date set forth in the Notice. |
| (b) | Other Payment Events. Notwithstanding Section 6(a), to the extent the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows (with one CDI being paid for each nonforfeitable RSU): |
(i) Change in Control. Upon the consummation of a Change in Control, payment for any Vested RSUs will be made in CDIs within ten days following such Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a) or 6(b)(ii) as though such Change in Control had not occurred.
(ii) Qualifying Termination Following a Change in Control. Upon a Qualifying Termination, payment for any Vested RSUs will be made in CDIs within ten days following such Qualifying Termination.
(iii) Death or Permanent Disability. On the date of Participant’s termination of employment due to Participant’s death or Permanent Disability, payment for any Vested RSUs will be made in CDIs within ten days of such termination date.
| 7. | Dividend Equivalents. Following the Date of Grant, on the date that the Company pays a cash dividend (if any) to holders of CDIs generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per CDI on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Fair Market Value of the CDI on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
| 8. | Compensation Recovery; Other Acknowledgements. |
| (a) | Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the CDIs at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Participant’s RSUs, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the RSUs covered by this Agreement, Participant (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Participant is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Participant of any such amounts, including from Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
| (b) | Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (a) prevents Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (b) limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002). |
| 9. | Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal, state, and non-U.S. securities laws and listing requirements; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or CDIs underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
| 10. | Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of CDIs covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
| 11. | Withholding Taxes. If the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Participant’s right to receive CDIs or cash under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such CDIs or cash (or the realization of any other benefit provided for under this Agreement) that Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Participant may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Participant may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the CDIs provided for under this Agreement or by Participant’s surrender of a portion of the CDIs that he has owned. In no event, however, will the Company accept CDIs for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Participant’s benefit is to be received in the form of CDI, and Participant fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold CDIs having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Participant is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Participant is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold CDIs otherwise payable to Participant under this award in order to satisfy such withholding, with the number of CDIs withheld having a value equal to the amount required to be withheld. The CDIs used for tax withholding will be valued at an amount equal to the fair market value of such CDIs on the date the applicable benefit is to be included in Participant’s income. |
| 12. | Rights as a Stockholder. Participant will not have any rights as a stockholder with respect to any CDIs granted to him under this Agreement prior to the date as of which he is actually recorded as the holder of such CDIs upon the share records of the Company. |
| 13. | Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Participant at any time. |
| 14. | No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
| 15. | Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
| 16. | Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the CDIs in any one or more of the ways referred to above. |
| 17. | Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the CDIs or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
| 18. | Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
| 19. | Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
| 20. | Non-U.S. Addendum. Notwithstanding any provision of this Agreement, Participant’s RSUs shall also be subject to any special terms and conditions as set forth on Appendix A attached hereto (“Appendix A”). Appendix A shall constitute part of this Agreement. |
| 21. | Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participant). |
[SIGNATURES ON FOLLOWING PAGE]
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the CDIs or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ Matthew McDonnell | ||
| Participant | ||
| Date: | 18 December 2024. | |
This Agreement is executed by the Company on this 17 day of Dec, 2024.
| ANTERIS TECHNOLOGIES GLOBAL CORP. | |||
| By | /s/ Wayne Paterson | ||
APPENDIX A
Non-U.S. Addendum
TERMS AND CONDITIONS
This Appendix A, which is part of the Restricted Stock Unit Agreement (the “Agreement”), contains special terms and conditions of the restricted stock units (the “RSUs”) granted to Participants who reside in Australia. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Anteris Technologies Group Corp. Equity Incentive Plan, as may be amended or amended and restated from time to time (the “Plan”), the Agreement and/or the Notice.
NOTIFICATIONS
This Appendix A also includes information regarding exchange control and certain other issues of which Participants in Australia should be aware with respect to the RSUs. The information is based on the securities, exchange control and other laws in effect in Australia as of December 2024. Such laws are often complex and change frequently. Anteris Technologies Group Corp. (the “Company”) therefore strongly recommends that Participants do not rely on the information in this Appendix A as the only source of information relating to the consequences of the RSUs because such information may be outdated when the RSUs vest and/or a Participant sells any CDIs after vesting.
In addition, the information contained herein is general in nature and may not apply to a Participant’s particular situation, and the Company is not in a position to assure Participants of a particular result. Accordingly, Participants should seek appropriate professional advice as to how the relevant laws in Australia may apply to their situation.
AUSTRALIA-SPECIFIC TERMS AND CONDITIONS
| 1. | Nature of Grant. Participant acknowledges that: |
(a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan, the Agreement or the Notice;
(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the Plan;
(e) the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, its Subsidiaries, and/or its affiliates, and that is outside the scope of Participant’s employment contract with the Company or its affiliates, if any;
(f) the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments;
(g) the future value of the underlying CDIs is unknown and cannot be predicted with certainty; and
(h) in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture or termination of the RSUs or diminution in value of the RSUs or the CDIs resulting from Participant’s termination of employment (for any reason whatsoever and whether or not in breach of local labor laws, except if and only as otherwise expressly provided for in this Appendix A).
2. Prospectus Information. Copies of the “Offer Document” and “Australia Addendum” that Participants have received along with the Plan, the Agreement and Notice contain additional terms and conditions that govern the RSUs that have been granted to Participants. Please review those documents carefully. In addition, the written or other materials provided to Participants in connection with the RSUs have been prepared for the purpose of complying with the relevant United States securities regulations and applicable stock exchange requirements. The information disclosed may not be the same as that which must be disclosed in a prospectus prepared under Australian law.
3. Taxation. By accepting the grant of the RSUs, Participant acknowledges that Participant does not hold a beneficial interest in more than 10% of the shares of the Company, and Participant is not in a position to cast, or to control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the Company.
4. Subdivision 83A-C. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Plan (subject to the requirements of that Act).
AUSTRALIA-SPECIFIC NOTIFICATIONS
1. No Financial Advice. Any advice given by any person in connection with the RSUs is general advice only, and Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice.
2. Securities Law Information. If a Participant acquires CDIs and offers them for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. Participants should obtain legal advice on disclosure obligations prior to making any such offer.
3. Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Participants will be required to file the report.
14
| Participant: | [ ] |
| Number of RSUs: | [ ] |
| Date of Contingent Grant: | [ ] (the “Date of Contingent Grant”) |
| Vesting Dates: | One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Contingent Grant (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous service to the Company as a non-employee Director on each such Vesting Date. |
| Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. |
| Dividend Equivalents: | Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 4 of the Agreement, and will be paid in shares of Common Stock to Participant upon any settlement of the RSUs. |
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | ||
| Date: | ||
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | ||
| Participant | ||
| Date: | ||
Exhibit 10.13
NOTICE OF CONTINGENT GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Contingent Grant (this “Notice”) as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Non-Employee Director Restricted Stock Unit Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Notwithstanding the foregoing, the effectiveness of the provisions of this Notice and Agreement (and any corresponding benefits to Participant) is subject to and contingent on receipt of stockholder approval of the issue of the RSUs to the Participant in accordance with the requirements of the Australian Securities Exchange (“ASX”) Listing Rules (“ASX Listing Rules”), including for the purposes of ASX Listing Rule 10.14. For the purpose of clarity, if stockholders do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then the Notice and Agreement and the RSU award thereunder will be of no further force or effect. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
|
Participant: |
Stephen Denaro |
|
|
Number of RSUs: |
41,666 |
|
|
Date of Contingent Grant: |
December 16, 2024 (the “Date of Contingent Grant”) |
|
|
Vesting Dates: |
One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Contingent Grant (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous service to the Company as a non-employee Director on each such Vesting Date.
Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. |
|
|
Dividend Equivalents: |
Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 4 of the Agreement, and will be paid in CHESS Depositary Interests (“CDIs”) to Participant upon any settlement of the RSUs. |
By the Company’s signature below and by Participant’s clicking the “Accept” button online, the Company and Participant agree that the RSUs are governed by this Notice and by the provisions of the Plan and the Agreement, both of which are attached to and made a part of this document. Participant acknowledges receipt of copies of the Plan and the Agreement, represents that Participant has read and is familiar with their provisions, and hereby accepts the RSUs subject to all of their terms and conditions.
The Company has caused this Notice and the Agreement to be effective as of the Date of Contingent Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
| By: | /s/ Wayne Paterson | |
| Date: | 12/17/24 |
ANTERIS TECHNOLOGIES GLOBAL CORP.
Non-Employee Director Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Contingent Grant (the “Notice”), to which this Non-Employee Director Restricted Stock Unit Agreement (this “Agreement”) is attached, on a contingent basis, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, this Agreement, and stockholder approval as set forth in the Notice for the issuance of the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
Notwithstanding anything to the contrary in this Agreement, the effectiveness of the provisions of this Agreement (and any corresponding benefits to Participant) is subject to and contingent on receipt of stockholder approval of the issue of the RSUs to the Participant in accordance with the requirements of the ASX Listing Rules, including ASX Listing Rule 10.14. For the purpose of clarity, if stockholders do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then this Agreement and the RSUs hereunder will be deemed cancelled and of no further force or effect.
|
1. |
Normal Vesting. |
|
(a) |
Subject to the terms and conditions of Sections 2 and 3 hereof, the RSUs will vest in accordance with the vesting schedule set forth in the Notice and will be paid in accordance with Section 5 hereof. |
|
|
(b) |
For the purposes of this Agreement, Participant’s continuous service to the Company as a non-employee Director shall not be deemed to have been interrupted, and Participant shall not be deemed to have ceased serving the Company as a non-employee Director, by reason of any commencement of employment with the Company or its Subsidiaries. |
|
|
2. |
Change in Control. Notwithstanding the provisions of Section 1 hereof, and subject to the payment provisions of Section 5 hereof, upon the consummation of a Change in Control occurring during the vesting period described in the Notice while Participant is in continuous service to the Company as a non-employee Director, to the extent the RSUs have not yet vested, the RSUs shall immediately become nonforfeitable. |
|
3. |
Forfeiture of Awards. Except as provided in Section 2 of this Agreement, Participant’s right to receive the RSUs, to the extent not yet vested, shall be forfeited automatically and without further notice on the date that Participant’s continuous service to the Company as a non-employee Director terminates prior to the end of the vesting period described in the Notice. In the event that Participant shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a Subsidiary, Participant’s right to receive the RSUs shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement to the contrary. |
|
4. |
Dividend Equivalents. Following the Date of Contingent Grant, on the date that the Company pays a cash dividend (if any) to holders of CDIs generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per CDI on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Fair Market Value of the CDI on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
|
5. |
Payment of Awards. |
|
(a) |
General. Subject to Section 3 and Section 5(b), payment for the RSUs that are nonforfeitable will be made in CDIs (with one CDI being paid for each nonforfeitable RSU) within ten days following each of the Vesting Dates. |
|
|
(b) |
Change in Control. Notwithstanding Section 5(a), upon the consummation of a Change in Control, Participant is entitled to receive payment for all RSUs, to the extent not yet paid, on the date of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 5(a) as though such Change in Control had not occurred. |
|
|
6. |
Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal, state, and non-U.S. securities laws and listing requirements; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or CDIs underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
|
7. |
Transferability. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 7 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the CDIs underlying the RSUs. |
|
8. |
Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participant). |
|
9. |
Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of CDIs covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
|
10. |
No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
|
11. |
Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
|
12. |
Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the CDIs in any one or more of the ways referred to above. |
|
13. |
Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the CDIs or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
|
14. |
Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
|
15. |
Non-U.S. Addendum. Notwithstanding any provision of this Agreement, Participant’s RSUs shall also be subject to any special terms and conditions as set forth on Appendix A attached hereto (“Appendix A”). Appendix A shall constitute part of this Agreement. |
|
16. |
Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
[SIGNATURES ON FOLLOWING PAGE]
This Agreement is executed by the Company on this 17 day of DEC, 2024.
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | /s/ Wayne Paterson | |
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the CDIs or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ Stephen Denaro | STEPHEN DENARO | |
| Participant | ||
| Date: | 19 DECEMBER 2024 | ||
APPENDIX A
Non-U.S. Addendum
TERMS AND CONDITIONS
This Appendix A, which is part of the Restricted Stock Unit Agreement (the “Agreement”), contains special terms and conditions of the restricted stock units (the “RSUs”) granted to Participants who reside in Australia. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Anteris Technologies Group Corp. Equity Incentive Plan, as may be amended or amended and restated from time to time (the “Plan”), the Agreement and/or the Notice.
NOTIFICATIONS
This Appendix A also includes information regarding exchange control and certain other issues of which Participants in Australia should be aware with respect to the RSUs. The information is based on the securities, exchange control and other laws in effect in Australia as of December 2024. Such laws are often complex and change frequently. Anteris Technologies Group Corp. (the “Company”) therefore strongly recommends that Participants do not rely on the information in this Appendix A as the only source of information relating to the consequences of the RSUs because such information may be outdated when the RSUs vest and/or a Participant sells any CDIs after vesting.
In addition, the information contained herein is general in nature and may not apply to a Participant’s particular situation, and the Company is not in a position to assure Participants of a particular result. Accordingly, Participants should seek appropriate professional advice as to how the relevant laws in Australia may apply to their situation.
AUSTRALIA-SPECIFIC TERMS AND CONDITIONS
| 1. | Nature of Grant. Participant acknowledges that: |
(a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan, the Agreement or the Notice;
(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the Plan;
(e) the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, its Subsidiaries, and/or its affiliates, and that is outside the scope of Participant’s employment contract with the Company or its affiliates, if any;
(f) the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments;
(g) the future value of the underlying CDIs is unknown and cannot be predicted with certainty; and
(h) in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture or termination of the RSUs or diminution in value of the RSUs or the CDIs resulting from Participant’s termination of employment (for any reason whatsoever and whether or not in breach of local labor laws, except if and only as otherwise expressly provided for in this Appendix A).
2. Prospectus Information. Copies of the “Offer Document” and “Australia Addendum” that Participants have received along with the Plan, the Agreement and Notice contain additional terms and conditions that govern the RSUs that have been granted to Participants. Please review those documents carefully. In addition, the written or other materials provided to Participants in connection with the RSUs have been prepared for the purpose of complying with the relevant United States securities regulations and applicable stock exchange requirements. The information disclosed may not be the same as that which must be disclosed in a prospectus prepared under Australian law.
3. Taxation. By accepting the grant of the RSUs, Participant acknowledges that Participant does not hold a beneficial interest in more than 10% of the shares of the Company, and Participant is not in a position to cast, or to control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the Company.
4. Subdivision 83A-C. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Plan (subject to the requirements of that Act).
AUSTRALIA-SPECIFIC NOTIFICATIONS
1. No Financial Advice. Any advice given by any person in connection with the RSUs is general advice only, and Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice.
2. Securities Law Information. If a Participant acquires CDIs and offers them for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. Participants should obtain legal advice on disclosure obligations prior to making any such offer.
3. Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Participants will be required to file the report.
| Participant: | [ | ] | ||
| Number of RSUs: | [ | ] | ||
| Date of Grant: | [ | ] | (the “Date of Grant”) | |
| Vesting Date: | All of the RSUs will vest on the earlier of the first anniversary of the Date of Grant and the date of the first annual meeting of stockholders that occurs immediately following the Date of Grant (the “Vesting Date”), subject to Participant remaining in the continuous service of the Company as a non-employee Director through the Vesting Date. | |||
| Dividend Equivalents: | Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 4 of the Agreement, and will be paid in shares of Common Stock to Participant upon any settlement of the RSUs. | |||
| By: | ||
| Date: |
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | ||
| Participant |
|
|
Date: |
Exhibit 10.15
NOTICE OF CONTINGENT GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Contingent Grant (this “Notice”) as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”), both of which are incorporated herein in their entirety and provided to Participant with this Notice and attached hereto, respectively. Notwithstanding the foregoing, the effectiveness of the provisions of this Notice and Agreement (and any corresponding benefits to Participant) is subject to and contingent on stockholder approval of the issue of the RSUs to Participant in accordance with the requirements of the Australian Securities Exchange (“ASX”) Listing Rules (“ASX Listing Rules”), including for the purposes of ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then the Notice and Agreement and the RSU award thereunder will be of no further force or effect. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement, as applicable. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
| Participant: | Wayne Paterson | |
| Number of RSUs: | [629,921] | |
| Date of Contingent Grant: | March 4, 2026 (the “Date of Contingent Grant”) | |
| Vesting Dates: | One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Contingent Grant, (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date. | |
| Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. | ||
| Dividend Equivalents: | Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 7 of the Agreement, and will be paid in shares of Common Stock to Participant upon any settlement of the RSUs. |
By the Company’s and Participant’s signatures to the Agreement, the Company and Participant agree that the RSUs are governed by this Notice and by the provisions of the Plan and the Agreement, both of which are made a part of this document. Participant acknowledges receipt of copies of the Plan and the Agreement, represents that Participant has read and is familiar with their provisions, and hereby accepts the RSUs subject to all of their terms and conditions.
The Company has caused this Notice and the Agreement to be effective as of the Date of Contingent Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Contingent Grant (the “Notice”), to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, on a contingent basis, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, this Agreement, and stockholder approval as set forth in the Notice, for the issuance of the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
Notwithstanding anything to the contrary in this Agreement, the effectiveness of the provisions of this Agreement (and any corresponding benefits to Participant) is subject to and contingent on receipt of stockholder approval of the issue of the RSUs to the Participant in accordance with the requirements of the ASX Listing Rules, including ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then this Agreement and the RSUs hereunder will be deemed cancelled and of no further force or effect.
| 1. | Payment of RSUs. The RSUs will become payable if, during the Restriction Period (as defined in Section 4(c) of this Agreement), Participant’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement. |
| 2. | RSUs Not Transferrable. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the underlying shares of Common Stock. |
| 3. | Vesting of RSUs. Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the RSUs will Vest in accordance with the schedule set forth in the Notice. For purposes of this Agreement, the continuous employment of Participant with the Company or a Subsidiary will not be deemed to have been interrupted, and Participant will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Participant’s employment among the Company and its Subsidiaries or if Participant is absent on leave approved by a duly constituted officer of the Company or its Subsidiaries. |
| 4. | Alternative Vesting of RSUs. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, to the extent the RSUs have not been forfeited pursuant to Section 5 hereof, the RSUs will Vest earlier than the time provided for in Section 3 under the following circumstances: |
| (a) | Death or Permanent Disability. If Participant’s employment with the Company or any Subsidiary terminates due to Participant’s death or Permanent Disability, then any RSUs that have not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Participant has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
| (b) | Termination without Cause or for Good Reason. If the Company terminates Participant’s employment with the Company or any Subsidiary other than for Cause (as defined in Section 4(d)), death or Permanent Disability or Participant terminates his employment with the Company for Good Reason (as defined in Section 4(d)), then a pro rata portion of the RSUs shall vest, with such pro rata portion determined by multiplying (i) the total number of RSUs evidenced under this Agreement by (ii) a fraction, the numerator of which is the number of calendar days that shall have elapsed from the Date of Contingent Grant until the date of such termination and the denominator of which is the number of calendar days in the full vesting period, and subtracting from such amount the number of RSUs (if any) that previously Vested. |
| (c) | Change in Control. |
(i) Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Contingent Grant and ends on the third Vesting Date (such period, the “Restriction Period”) while Participant is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Participant.
(ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Participant is subject to U.S. federal income tax under the Code, are not less favorable to Participant than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Participant’s employment with the Company or the Successor without Cause by the Company or the Successor or for Good Reason by Participant within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Participant than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii) If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
| (d) | Definitions. For purposes of this Section 4: |
(i) “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Participant: (A) any intentional act of fraud, embezzlement or theft in connection with Participant’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Participant’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Participant will be deemed “intentional” unless done or omitted to be done by Participant not in good faith and without reasonable belief that Participant’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Participant who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement.
(ii) “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Participant attached to Participant’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Participant’s principal office immediately prior to the Change in Control, or a material reduction in Participant’s remuneration upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Participant gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Participant’s employment is terminated within 30 days thereafter.
| 5. | Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or Section 4 by the latest Vesting Date set forth in the Notice will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Participant ceases to be an employee of the Company or a Subsidiary prior to the latest Vesting Date set forth in the Notice for any reason other than as described in Section 4). |
| 6. | Form and Time of Payment of RSUs. |
| (a) | General. Subject to Section 5 and Section 6(b), payment for Vested RSUs will be made in shares of Common Stock (with one share of Common Stock being paid for each nonforfeitable RSU) within ten days following each Vesting Date set forth in the Notice. |
| (b) | Other Payment Events. Notwithstanding Section 6(a), to the extent the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows (with one share of Common Stock being paid for each nonforfeitable RSU): |
(i) Change in Control. Upon the consummation of a Change in Control, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a) or 6(b)(ii) as though such Change in Control had not occurred.
(ii) Qualifying Termination Following a Change in Control. Upon a Qualifying Termination, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Qualifying Termination.
| (iii) | Death or Permanent Disability. On the date of Participant’s termination of employment due to Participant’s death or Permanent Disability, payment for any Vested RSUs will be made in shares of Common Stock within ten days of such termination date. |
| (iv) | Termination without Cause or for Good Reason. On the date of Participant’s termination of employment by the Company other than for Cause, death or Permanent Disability or by Participant for Good Reason, payment for any Vested RSUs will be made in shares of Common Stock within ten days of such termination date. |
| 7. | Dividend Equivalents. Following the Date of Contingent Grant, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per share of Common Stock on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Market Value per Share of the Common Stock on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
| 8. | Compensation Recovery; Other Acknowledgements. |
| (a) | Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Participant’s RSUs, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the RSUs covered by this Agreement, Participant (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Participant is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Participant of any such amounts, including from Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
| (b) | Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (a) prevents Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (b) limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or the Sarbanes-Oxley Act of 2002). |
| 9. | Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, including any applicable laws of Australia; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or shares of Common Stock underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
| 10. | Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
| 11. | Withholding Taxes. If the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Participant’s right to receive Common Stock or cash under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such Common Stock or cash (or the realization of any other benefit provided for under this Agreement) that Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Participant may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Participant may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the shares of Common Stock provided for under this Agreement or by Participant’s surrender of a portion of the shares of Common Stock that he or she has owned. In no event, however, will the Company accept shares of Common Stock for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Participant’s benefit is to be received in the form of Common Stock, and Participant fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Participant is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Participant is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold shares of Common Stock otherwise payable to Participant under this award in order to satisfy such withholding, with the number of shares of Common Stock withheld having a value equal to the amount required to be withheld. The shares of Common Stock used for tax withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the applicable benefit is to be included in Participant’s income. |
| 12. | Rights as a Stockholder. Participant will not have any rights as a Stockholder with respect to any Common Stock granted to him or her under this Agreement prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company. |
| 13. | Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Participant at any time. |
| 14. | No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
| 15. | Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
| 16. | Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the shares of Common Stock in any one or more of the ways referred to above. |
| 17. | Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the Common Stock or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
| 18. | Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
| 19. | Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
| 20. | Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participant). |
| 21. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company. |
| 22. | Successors and Assigns. Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Participant, and the successors and assigns of the Company. |
| 23. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. |
[SIGNATURES ON FOLLOWING PAGE]
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the shares of Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ Wayne Paterson | ||
| Participant | ||
| Date: | 3/5/2026 | |
This Agreement is executed by the Company on this 6.00 day of March, 2026.
| Anteris Technologies Global Corp. | ||
| By: | /s/ John Seaberg | |
Exhibit 10.16
NOTICE OF CONTINGENT GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Contingent Grant (this “Notice”) as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”), both of which are incorporated herein in their entirety and provided to Participant with this Notice and attached hereto, respectively. Notwithstanding the foregoing, the effectiveness of the provisions of this Notice and Agreement (and any corresponding benefits to Participant) is subject to and contingent on stockholder approval of the issue of the RSUs to Participant in accordance with the requirements of the Australian Securities Exchange (“ASX”) Listing Rules (“ASX Listing Rules”), including for the purposes of ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then the Notice and Agreement and the RSU award thereunder will be of no further force or effect. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement, as applicable. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
| Participant: | David St Denis |
| Number of RSUs: | [314,960] |
| Date of Contingent Grant: | March 4, 2026 (the “Date of Contingent Grant”) |
| Vesting Dates: | One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Contingent Grant, (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date. |
| Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. |
| Dividend Equivalents: | Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 7 of the Agreement, and will be paid in shares of Common Stock to Participant upon any settlement of the RSUs. |
By the Company’s and Participant’s signatures to the Agreement, the Company and Participant agree that the RSUs are governed by this Notice and by the provisions of the Plan and the Agreement, both of which are made a part of this document. Participant acknowledges receipt of copies of the Plan and the Agreement, represents that Participant has read and is familiar with their provisions, and hereby accepts the RSUs subject to all of their terms and conditions.
The Company has caused this Notice and the Agreement to be effective as of the Date of Contingent Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Contingent Grant (the “Notice”), to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, on a contingent basis, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, this Agreement, and stockholder approval as set forth in the Notice, for the issuance of the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
Notwithstanding anything to the contrary in this Agreement, the effectiveness of the provisions of this Agreement (and any corresponding benefits to Participant) is subject to and contingent on receipt of stockholder approval of the issue of the RSUs to the Participant in accordance with the requirements of the ASX Listing Rules, including ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the RSUs for the purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then this Agreement and the RSUs hereunder will be deemed cancelled and of no further force or effect.
| 1. | Payment of RSUs. The RSUs will become payable if, during the Restriction Period (as defined in Section 4(c) of this Agreement), Participant’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement. |
| 2. | RSUs Not Transferrable. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the underlying shares of Common Stock. |
| 3. | Vesting of RSUs. Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the RSUs will Vest in accordance with the schedule set forth in the Notice. For purposes of this Agreement, the continuous employment of Participant with the Company or a Subsidiary will not be deemed to have been interrupted, and Participant will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Participant’s employment among the Company and its Subsidiaries or if Participant is absent on leave approved by a duly constituted officer of the Company or its Subsidiaries. |
| 4. | Alternative Vesting of RSUs. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, to the extent the RSUs have not been forfeited pursuant to Section 5 hereof, the RSUs will Vest earlier than the time provided for in Section 3 under the following circumstances: |
| (a) | Death or Permanent Disability. If Participant’s employment with the Company or any Subsidiary terminates due to Participant’s death or Permanent Disability, then any RSUs that have not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Participant has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
| (b) | Change in Control. |
(i) Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Contingent Grant and ends on the third Vesting Date (such period, the “Restriction Period”) while Participant is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Participant.
(ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Participant is subject to U.S. federal income tax under the Code, are not less favorable to Participant than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Participant’s employment with the Company or the Successor without Cause (as defined in Section 4(b)(iii)) by the Company or the Successor or for Good Reason (as defined in Section 4(b)(iv) by Participant within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Participant than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii) For purposes of Section 4(b)(ii), “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Participant: (A) any intentional act of fraud, embezzlement or theft in connection with Participant’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Participant’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Participant will be deemed “intentional” unless done or omitted to be done by Participant not in good faith and without reasonable belief that Participant’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Participant who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement.
(iv) For purposes of Section 4(b)(ii), “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Participant attached to Participant’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Participant’s principal office immediately prior to the Change in Control, or a material reduction in Participant’s base salary upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Participant gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Participant’s employment is terminated within 30 days thereafter.
(v) If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
| 5. | Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or Section 4 by the latest Vesting Date set forth in the Notice will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Participant ceases to be an employee of the Company or a Subsidiary prior to the latest Vesting Date set forth in the Notice for any reason other than as described in Section 4). |
| 6. | Form and Time of Payment of RSUs. |
| (a) | General. Subject to Section 5 and Section 6(b), payment for Vested RSUs will be made in shares of Common Stock (with one share of Common Stock being paid for each nonforfeitable RSU) within ten days following each Vesting Date set forth in the Notice. |
| (b) | Other Payment Events. Notwithstanding Section 6(a), to the extent the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows (with one share of Common Stock being paid for each nonforfeitable RSU): |
(i) Change in Control. Upon the consummation of a Change in Control, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a) or 6(b)(ii) as though such Change in Control had not occurred.
(ii) Qualifying Termination Following a Change in Control. Upon a Qualifying Termination, payment for any Vested RSUs will be made in shares of Common Stock within ten days following such Qualifying Termination.
(iii) Death or Permanent Disability. On the date of Participant’s termination of employment due to Participant’s death or Permanent Disability, payment for any Vested RSUs will be made in shares of Common Stock within ten days of such termination date.
| 7. | Dividend Equivalents. Following the Date of Contingent Grant, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per share of Common Stock on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Market Value per Share of the Common Stock on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
| 8. | Compensation Recovery; Other Acknowledgements. |
| (a) | Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Participant’s RSUs, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the RSUs covered by this Agreement, Participant (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Participant is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Participant of any such amounts, including from Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
| (b) | Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (a) prevents Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (b) limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or the Sarbanes-Oxley Act of 2002). |
| 9. | Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, including any applicable laws of Australia; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or shares of Common Stock underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
| 10. | Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
| 11. | Withholding Taxes. If the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Participant’s right to receive Common Stock or cash under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such Common Stock or cash (or the realization of any other benefit provided for under this Agreement) that Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Participant may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Participant may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the shares of Common Stock provided for under this Agreement or by Participant’s surrender of a portion of the shares of Common Stock that he or she has owned. In no event, however, will the Company accept shares of Common Stock for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Participant’s benefit is to be received in the form of Common Stock, and Participant fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Participant is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Participant is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold shares of Common Stock otherwise payable to Participant under this award in order to satisfy such withholding, with the number of shares of Common Stock withheld having a value equal to the amount required to be withheld. The shares of Common Stock used for tax withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the applicable benefit is to be included in Participant’s income. |
| 12. | Rights as a Stockholder. Participant will not have any rights as a Stockholder with respect to any Common Stock granted to him or her under this Agreement prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company. |
| 13. | Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Participant at any time. |
| 14. | No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
| 15. | Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
| 16. | Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the shares of Common Stock in any one or more of the ways referred to above. |
| 17. | Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the Common Stock or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
| 18. | Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
| 19. | Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
| 20. | Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participant). |
| 21. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company. |
| 22. | Successors and Assigns. Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Participant, and the successors and assigns of the Company. |
| 23. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. |
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the shares of Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ David St Denis | ||
| Participant | ||
| Date: | 3/6/2026 | |
This Agreement is executed by the Company on this 5.00 day of march, 2026.
| Anteris Technologies Global Corp. | ||
| By: | /s/ Wayne Paterson | |
Exhibit 10.17
NOTICE OF GRANT
RESTRICTED STOCK UNITS
ANTERIS TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Participant, as identified below, the number of Restricted Stock Units (the “RSUs”, and each such unit, an “RSU”) set forth below. The RSUs are subject to all of the terms and conditions as set forth in this Notice of Grant (this “Notice”) as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”), both of which are incorporated herein in their entirety and provided to Participant with this Notice and attached hereto, respectively. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement, as applicable. In the event of any conflict between the terms of the Award and the Plan, the terms of the Plan will control.
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Participant: |
Matthew McDonnell |
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Number of RSUs: |
[78,740] |
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Date of Grant: |
March 4, 2026 (the “Date of Grant”) |
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Vesting Dates: |
One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Grant, (each anniversary, a “Vesting Date”), subject to Participant remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date.
Any fractional shares will be rounded down to the nearest whole share and will vest with the next vesting installment (if applicable) and subject to the terms and conditions set forth in the Agreement. |
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Dividend Equivalents: |
Dividend equivalents with respect to the RSUs will be accumulated for the benefit of Participant if and when regular cash dividends are declared and credited in the form of additional RSUs in accordance with Section 7 of the Agreement, and will be paid in CHESS Depositary Interests (“CDIs”) to Participant upon any settlement of the RSUs. |
By the Company’s and Participant’s signatures to the Agreement, the Company and Participant agree that the RSUs are governed by this Notice and by the provisions of the Plan and the Agreement, both of which are made a part of this document. Participant acknowledges receipt of copies of the Plan and the Agreement, represents that Participant has read and is familiar with their provisions, and hereby accepts the RSUs subject to all of their terms and conditions.
The Company has caused this Notice and the Agreement to be effective as of the Date of Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
Restricted Stock Unit Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Participant, as named in the Notice of Grant (the “Notice”) to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, a Restricted Stock Unit Award (the “RSUs”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, and this Agreement, for the number of RSUs indicated in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
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1. |
Payment of RSUs. The RSUs will become payable if, during the Restriction Period (as defined in Section 4(b) of this Agreement), Participant’s right to receive payment for the RSUs becomes nonforfeitable (“Vest,” “Vesting” or “Vested”) in accordance with Section 3 and Section 4 of this Agreement. |
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2. |
RSUs Not Transferrable. Participant’s right to the RSUs shall not be transferable by Participant except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the RSUs or the underlying CDIs. |
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3. |
Vesting of RSUs. Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the RSUs will Vest in accordance with the schedule set forth in the Notice. For purposes of this Agreement, the continuous employment of Participant with the Company or a Subsidiary will not be deemed to have been interrupted, and Participant will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of the transfer of Participant’s employment among the Company and its Subsidiaries or if Participant is absent on leave approved by a duly constituted officer of the Company or its Subsidiaries. |
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4. |
Alternative Vesting of RSUs. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the payment provisions of Section 6 hereof, to the extent the RSUs have not been forfeited pursuant to Section 5 hereof, the RSUs will Vest earlier than the time provided for in Section 3 under the following circumstances: |
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(a) |
Death or Permanent Disability. If Participant’s employment with the Company or any Subsidiary terminates due to Participant’s death or Permanent Disability, then any RSUs that have not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Participant has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
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(b) |
Change in Control. |
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(i) Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Grant and ends on the third Vesting Date (such period, the “Restriction Period”) while Participant is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the RSUs is provided to Participant.
(ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Participant is subject to U.S. federal income tax under the Code, are not less favorable to Participant than the tax consequences of the RSUs, (E) that Vests in full upon a termination of Participant’s employment with the Company or the Successor without Cause (as defined in Section 4(b)(iii)) by the Company or the Successor or for Good Reason (as defined in Section 4(b)(iv)) by Participant within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Participant than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the RSUs or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
(iii) For purposes of Section 4(b)(ii), “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Participant: (A) any intentional act of fraud, embezzlement or theft in connection with Participant’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Participant’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Participant will be deemed “intentional” unless done or omitted to be done by Participant not in good faith and without reasonable belief that Participant’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Participant who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement.
(iv) For purposes of Section 4(b)(ii), “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Grant between Participant and the Company or any Subsidiary or, if Participant does not have an employment agreement as of the Date of Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Participant attached to Participant’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Participant’s principal office immediately prior to the Change in Control, or a material reduction in Participant’s base salary upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Participant gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Participant’s employment is terminated within 30 days thereafter.
(v) If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding RSUs which at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control.
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5. |
Forfeiture of RSUs. Any RSUs that have not Vested pursuant to Section 3 or Section 4 by the latest Vesting Date set forth in the Notice will be forfeited automatically and without further notice on such date (or earlier if, and on such date that, Participant ceases to be an employee of the Company or a Subsidiary prior to the latest Vesting Date set forth in the Notice for any reason other than as described in Section 4). |
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6. |
Form and Time of Payment of RSUs. |
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(a) |
General. Subject to Section 5 and Section 6(b), payment for Vested RSUs will be made in CDIs (with one CDI being paid for each nonforfeitable RSU) within ten days following each Vesting Date set forth in the Notice. |
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(b) |
Other Payment Events. Notwithstanding Section 6(a), to the extent the RSUs are Vested on the dates set forth below, payment with respect to the RSUs will be made as follows (with one CDI being paid for each nonforfeitable RSU): |
(i) Change in Control. Upon the consummation of a Change in Control, payment for any Vested RSUs will be made in CDIs within ten days following such Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Participant is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Section 6(a) or 6(b)(ii) as though such Change in Control had not occurred.
(ii) Qualifying Termination Following a Change in Control. Upon a Qualifying Termination, payment for any Vested RSUs will be made in CDIs within ten days following such Qualifying Termination.
(iii) Death or Permanent Disability. On the date of Participant’s termination of employment due to Participant’s death or Permanent Disability, payment for any Vested RSUs will be made in CDIs within ten days of such termination date.
|
7. |
Dividend Equivalents. Following the Date of Grant, on the date that the Company pays a cash dividend (if any) to holders of CDIs generally, Participant shall be entitled to a number of additional RSUs determined by dividing (i) the product of (x) the dollar amount of the cash dividend paid per CDI on such date and (y) the total number of RSUs (including dividend equivalents paid thereon) previously credited to Participant as of such date, by (ii) the Market Value per Share of the CDI on such date. Such dividend equivalents (if any) shall be subject to the same terms and conditions and shall be paid, in the aggregate rounded down to the nearest whole number, or forfeited in the same manner and at the same time as the RSUs to which the dividend equivalents were credited. |
|
8. |
Compensation Recovery; Other Acknowledgements. |
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(a) |
Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the CDIs at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Participant’s RSUs, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the RSUs covered by this Agreement, Participant (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Participant is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Participant of any such amounts, including from Participant’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
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(b) |
Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (i) prevents Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (ii) limits Participant’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or the Sarbanes-Oxley Act of 2002). |
|
9. |
Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal, state, and non-U.S. securities laws and listing requirements; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any RSUs or CDIs underlying the RSUs if the issuance or payment thereof would result in violation of any such law. |
|
10. |
Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of CDIs covered by the RSUs and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Participant that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. |
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|
11. |
Withholding Taxes. If the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with Participant’s right to receive CDIs or cash under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such CDIs or cash (or the realization of any other benefit provided for under this Agreement) that Participant make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Participant may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Participant may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the CDIs provided for under this Agreement or by Participant’s surrender of a portion of the CDIs that he has owned. In no event, however, will the Company accept CDIs for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Participant’s benefit is to be received in the form of CDIs, and Participant fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold CDIs having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Participant is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Participant is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold CDIs otherwise payable to Participant under this award in order to satisfy such withholding, with the number of CDIs withheld having a value equal to the amount required to be withheld. The CDIs used for tax withholding will be valued at an amount equal to the fair market value of such CDIs on the date the applicable benefit is to be included in Participant’s income. |
|
|
12. |
Rights as a Stockholder. Participant will not have any rights as a Stockholder with respect to any CDIs granted to him under this Agreement prior to the date as of which he is actually recorded as the holder of such CDIs upon the share records of the Company. |
|
13. |
Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Participant at any time. |
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|
14. |
No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. |
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|
15. |
Relation to Other Benefits. Any economic or other benefit to Participant under this Agreement or the Plan will not be taken into account in determining any benefits to which Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary. |
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|
16. |
Processing of Information. Information about Participant and Participant’s award of RSUs may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Participant understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Participant’s country or elsewhere, including the United States of America. Participant consents to the processing of information relating to Participant and Participant’s receipt of the CDIs in any one or more of the ways referred to above. |
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|
17. |
Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Participant with respect to the CDIs or other securities covered by this Agreement without Participant’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Participant to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law. |
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|
18. |
Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid. |
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|
19. |
Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Participant agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Participant based on or arising out of this Agreement and Participant hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Participant; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process. |
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20. |
Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the RSUs and Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company. |
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|
21. |
Successors and Assigns. Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Participant, and the successors and assigns of the Company. |
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|
22. |
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. |
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23. |
Non-U.S. Addendum. Notwithstanding any provision of this Agreement, Participant’s RSUs shall also be subject to any special terms and conditions as set forth on Appendix A attached hereto (“Appendix A”). Appendix A shall constitute part of this Agreement. |
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|
24. |
Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participant. This Agreement and the Plan will be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Participant). |
[SIGNATURES ON FOLLOWING PAGE]
The undersigned Participant hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the RSUs and the CDIs or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ Matthew McDonnell | ||
| Participant | ||
| Date: | 3/5/2026 | |
This Agreement is executed by the Company on this 5.00 day of march, 2026.
| Anteris Technologies Global Corp. | ||
| By: | /s/ Wayne Paterson | |
APPENDIX A
Non-U.S. Addendum
TERMS AND CONDITIONS
This Appendix A, which is part of the Restricted Stock Unit Agreement (the “Agreement”), contains special terms and conditions of the restricted stock units (the “RSUs”) granted to Participants who reside in Australia. Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Anteris Technologies Global Corp. Equity Incentive Plan, as may be amended or amended and restated from time to time (the “Plan”), the Agreement and/or the Notice.
NOTIFICATIONS
This Appendix A also includes information regarding exchange control and certain other issues of which Participants in Australia should be aware with respect to the RSUs. The information is based on the securities, exchange control and other laws in effect in Australia as of February 2026. Such laws are often complex and change frequently. Anteris Technologies Global Corp. (the “Company”) therefore strongly recommends that Participants do not rely on the information in this Appendix A as the only source of information relating to the consequences of the RSUs because such information may be outdated when the RSUs vest and/or a Participant sells any CDIs after vesting.
In addition, the information contained herein is general in nature and may not apply to a Participant’s particular situation, and the Company is not in a position to assure Participants of a particular result. Accordingly, Participants should seek appropriate professional advice as to how the relevant laws in Australia may apply to their situation.
AUSTRALIA-SPECIFIC TERMS AND CONDITIONS
| 1. | Nature of Grant. Participant acknowledges that: |
(a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan, the Agreement or the Notice;
(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past;
(c) all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the Plan;
(e) the RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, its Subsidiaries, and/or its affiliates, and that is outside the scope of Participant’s employment contract with the Company or its affiliates, if any;
(f) the RSUs are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long service awards, pension or retirement benefits or similar payments;
(g) the future value of the underlying CDIs is unknown and cannot be predicted with certainty; and
(h) in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture or termination of the RSUs or diminution in value of the RSUs or the CDIs resulting from Participant’s termination of employment (for any reason whatsoever and whether or not in breach of local labor laws, except if and only as otherwise expressly provided for in this Appendix A).
2. Prospectus Information. Copies of the “Offer Document” and “Australia Addendum” that Participants have received along with the Plan, the Agreement and Notice contain additional terms and conditions that govern the RSUs that have been granted to Participants. Please review those documents carefully. In addition, the written or other materials provided to Participants in connection with the RSUs have been prepared for the purpose of complying with the relevant United States securities regulations and applicable stock exchange requirements. The information disclosed may not be the same as that which must be disclosed in a prospectus prepared under Australian law.
3. Taxation. By accepting the grant of the RSUs, Participant acknowledges that Participant does not hold a beneficial interest in more than 10% of the shares of the Company, and Participant is not in a position to cast, or to control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the Company.
4. Subdivision 83A-C. Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Plan (subject to the requirements of that Act).
AUSTRALIA-SPECIFIC NOTIFICATIONS
1. No Financial Advice. Any advice given by any person in connection with the RSUs is general advice only, and Participants should consider obtaining their own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice.
2. Securities Law Information. If a Participant acquires CDIs and offers them for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. Participants should obtain legal advice on disclosure obligations prior to making any such offer.
3. Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, Participants will be required to file the report.
|
Position
|
Cash Amount
| |||
|
Board Member
|
$ | 47,740.50 | ||
|
Lead Independent Director (if applicable)
|
$ | 26,522.50 | ||
|
Audit Committee Chair*
|
$ | 21,218.00 | ||
|
Compensation Committee Chair*
|
$ | 15,913.50 | ||
|
Nominating & Governance Committee Chair*
|
$ | 10,609.00 | ||
|
Audit Committee Member
|
$ | 10,609.00 | ||
|
Compensation Committee Member
|
$ | 7,956.75 | ||
|
Nominating & Governance Committee Member
|
$ | 5,304.50 |
Exhibit 10.19
ANTERIS
TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
NOTICE OF CONTINGENT GRANT OF NONQUALIFIED STOCK OPTION
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Optionee, as identified below, an Option Right (the “Option”) to purchase the number of shares of Common Stock set forth below. The Option is subject to all of the terms and conditions as set forth in this Notice of Contingent Grant (this “Notice”), as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Nonqualified Stock Option Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Notwithstanding the foregoing, the effectiveness of the provisions of this Notice and Agreement (and any corresponding benefits to Optionee) is subject to receipt of stockholder approval of the issue of the Option to Optionee in accordance with the requirements of the Australian Securities Exchange (“ASX”) Listing Rules (“ASX Listing Rules”), including for the purposes of ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the Option for purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then the Notice and the Agreement and the Option award thereunder will be of no further force or effect. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement, as applicable. In the event of any conflict between the terms of the Agreement and the Plan, the terms of the Plan will control.
| Optionee: | Wayne Paterson |
| Type of Grant: | Nonqualified Option Right |
| Date of Contingent Grant: | September 13, 2026 |
| Shares subject to Option: | 1,200,000 shares of Common Stock |
| Option Price (per share): | $8.35 |
| Vesting Schedule: | One-fourth of the shares of Common Stock subject to the Option shall vest and become exercisable on each of the first four anniversaries of the Date of Contingent Grant (each, a “Vesting Date”), subject to Optionee remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date. |
By the Company’s and Optionee’s signatures to the Agreement, the Company and Optionee agree that the Option is governed by the Notice and by the provisions of the Plan and the Agreement, both of which are attached to and made a part of this document. Optionee acknowledges receipt of copies of the Plan and the Agreement, represents that Optionee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions.
The Company has caused the Notice and the Agreement to be effective as of the Date of Contingent Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
Nonqualified Stock Option Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Optionee, as referenced in the Notice of Contingent Grant (the “Notice”), to which this Nonqualified Stock Option Agreement (this “Agreement”) is attached, on a contingent basis, an option to purchase the number of shares of Common Stock indicated in the Notice (the “Option”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, this Agreement, and stockholder approval as set forth in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
Notwithstanding anything to the contrary in this Agreement, the effectiveness of the provisions of this Agreement (and any corresponding benefits to Optionee) is subject to receipt of stockholder approval of the issue of the Option to the Optionee in accordance with the requirements of the ASX Listing Rules, including ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the Option for purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then this Agreement and the Option award hereunder will be deemed cancelled and of no further force or effect.
1. Grant of Option. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company has granted to Optionee, as of the Date of Contingent Grant, an Option to purchase the number of shares of Common Stock set forth in the Notice at the Option Price specified therein. The Option Price represents at least the Market Value per Share on the Date of Contingent Grant. The Option is intended to be a nonqualified stock option for U.S. tax purposes.
2. Option Not Transferrable. Optionee’s right to the Option shall not be transferable by Optionee except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the Option or the underlying shares of Common Stock.
3. Vesting of Option. Except as otherwise provided herein, the Option shall vest and become exercisable (“Vest,” or “Vested”) as set forth in the Notice if Optionee remains continuously employed by the Company or a Subsidiary in accordance with the Vesting Schedule set forth in the Notice (the period from the Date of Contingent Grant until the last Vesting Date of the Vesting Schedule, the “Vesting Period”). Any portion of the Option that does not so become Vested will be forfeited, including, except as provided in Section 4 below, if Optionee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuous employment” (or substantially similar terms) means the absence of any interruption or termination of Optionee’s employment relationship, as applicable, with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of a transfer of employment among the Company and its Subsidiaries or if Optionee is absent on leave approved by a duly constituted officer of the Company or its Subsidiaries.
4. Alternative Vesting of Option. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the exercise and payment provisions of Section 6 hereof, to the extent the Option has not been forfeited pursuant to Section 5 hereof, the Option will Vest earlier than the time provided for in Section 3 under the following circumstances:
| (a) | Death or Permanent Disability. If Optionee’s employment with the Company or any Subsidiary terminates due to Optionee’s death or Permanent Disability, then any portion of the Option that has not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Optionee has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
| (b) | Termination without Cause or for Good Reason. If the Company terminates Optionee’s employment with the Company or any Subsidiary other than for Cause (as defined in Section 4(d)), death or Permanent Disability or Optionee terminates his employment with the Company for Good Reason (as defined in Section 4(d)), then a pro rata portion of the shares of Common Stock subject to the Option shall Vest and become exercisable, with such pro rata portion determined by multiplying (i) the total number of shares of Common Stock subject to the Option evidenced under this Agreement by (ii) a fraction, the numerator of which is the number of calendar days that shall have elapsed from the Date of Contingent Grant until the date of such termination and the denominator of which is the number of calendar days in the full vesting period, and subtracting from such amount the number of shares of Common Stock subject to the Option (if any) that previously Vested. |
| (c) | Change in Control. |
| (i) | Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Contingent Grant and ends on the final Vesting Date (such period, the “Restriction Period”) while Optionee is an employee of the Company or a Subsidiary, any portion of the Option that remains outstanding and has not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the Option is provided to Optionee. |
| (ii) | For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of a stock option, (B) that has a value at least equal to the value of the Option, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Optionee is subject to U.S. federal income tax under the Code, are not less favorable to Optionee than the tax consequences of the Option, (E) that Vests in full upon a termination of Optionee’s employment with the Company or the Successor without Cause by the Company or the Successor or for Good Reason by Optionee within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Optionee than the terms and conditions of the Option (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Option or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Option if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. |
| (iii) | If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding portion of the Option which at the time of the Change in Control is not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control. |
| (d) | Definitions. For purposes of this Section 4: |
| (i) | “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Optionee and the Company or any Subsidiary or, if Optionee does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Optionee: (A) any intentional act of fraud, embezzlement or theft in connection with Optionee’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Optionee’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Optionee will be deemed “intentional” unless done or omitted to be done by Optionee not in good faith and without reasonable belief that Optionee’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Optionee who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement. |
| (ii) | “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Optionee and the Company or any Subsidiary or, if Optionee does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Optionee attached to Optionee’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Optionee’s principal office immediately prior to the Change in Control, or a material reduction in Optionee’s remuneration upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Optionee gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Optionee’s employment is terminated within 30 days thereafter. |
5. Right To Exercise; Termination of the Option. Any portion of the Option that becomes Vested in accordance with Section 3 or Section 4 shall remain exercisable until, and shall terminate on, the earliest of the following dates:
| (a) | Ninety (90) days after any termination of Optionee’s employment, including a Qualifying Termination in connection with a Change in Control, unless such termination of employment (i) is due to Optionee’s death or Permanent Disability as described in Section 4(a) or (ii) is a result of a termination for Cause as defined in Section 4(b)(iii); |
| (b) | One (1) year after Optionee’s death if such death occurs while Optionee is employed by the Company or any Subsidiary; |
| (c) | One (1) year after Optionee’s termination of employment due to Permanent Disability; |
| (d) | The date of termination of Optionee’s employment by the Company or any Subsidiary for Cause; or |
| (e) | Ten (10) years from the Date of Contingent Grant. |
For the avoidance of doubt, any portion of the Option that remains outstanding, whether or not Vested, will terminate immediately on the tenth anniversary of the Date of Contingent Grant. Further, notwithstanding the foregoing, in the event that any portion of the Option becomes Vested in accordance with Section 3 or Section 4 prior to the approval of the issue of the Option by the Company’s stockholders, such portion of the Option will not be exercisable unless and until such approval is obtained.
6. Exercise and Payment of Option. To the extent exercisable, the Option may be exercised in whole or in part from time to time and will be settled in Common Stock by Optionee giving written notice to the Company at its principal office specifying the number of shares of Common Stock for which the Option is to be exercised and paying the aggregate Option Price for such Common Stock. Payment of the Option Price by Optionee shall be (a) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (b) subject to any conditions or limitations established by the Board or the Committee, by the withholding of Common Stock otherwise issuable upon exercise of the Option pursuant to a “net exercise” arrangement, (c) by a combination of such methods of payment, or (d) by such other methods as may be approved by the Board or the Committee.
7. No Dividend Equivalents. Optionee shall not be entitled to dividends or dividend equivalents with respect to the Option or the Common Stock underlying the Option until such Common Stock is issued after the exercise of the Option (or portion thereof).
| 8. | Compensation Recovery; Other Acknowledgements. |
| (a) | Notwithstanding anything in this Agreement to the contrary, Optionee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Optionee’s Option, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the Option covered by this Agreement, Optionee (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Optionee is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Optionee of any such amounts, including from Optionee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
| (b) | Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (a) prevents Optionee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (b) limits Optionee’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002). |
9. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, including any applicable laws of Australia; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue the Option or any shares of Common Stock underlying the Option if the issuance or payment thereof would result in violation of any such law.
10. Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by the Option and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Optionee that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.
11. Withholding Taxes. If the Company or any Subsidiary is required to withhold federal, state, local or foreign taxes or other amounts in connection with Optionee’s right to receive Common Stock under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such Common Stock (or the realization of any other benefit provided for under this Agreement) that Optionee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Optionee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Optionee may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the shares of Common Stock provided for under this Agreement or by Optionee’s surrender of a portion of the shares of Common Stock that he or she has owned. In no event, however, will the Company accept shares of Common Stock for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Optionee fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Optionee is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Optionee is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold shares of Common Stock otherwise payable to Optionee under this award in order to satisfy such withholding, with the number of shares of Common Stock withheld having a value equal to the amount required to be withheld. The shares of Common Stock used for tax withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the applicable benefit is to be included in Optionee’s income.
12. Rights as a Stockholder. Optionee will not have any rights as a Stockholder with respect to any Common Stock granted to him or her under this Agreement prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company.
13. Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Optionee at any time.
14. No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards.
15. Relation to Other Benefits. Any economic or other benefit to Optionee under this Agreement or the Plan will not be taken into account in determining any benefits to which Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
16. Processing of Information. Information about Optionee and Optionee’s award of the Option may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Optionee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Optionee’s country or elsewhere, including the United States of America. Optionee consents to the processing of information relating to Optionee and Optionee’s receipt of the shares of Common Stock in any one or more of the ways referred to above.
17. Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Optionee with respect to the Common Stock or other securities covered by this Agreement without Optionee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Optionee to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law.
18. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid.
19. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Option and Optionee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company.
20. Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Optionee agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Optionee based on or arising out of this Agreement and Optionee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Optionee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
21. Successors and Assigns. Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee, and the successors and assigns of the Company.
This Agreement is executed by the Company on this 19th day of October, 2026.
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | /s/ John Seaberg | |
The undersigned Optionee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the Option and the shares of Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ Wayne Paterson | |
| Optionee | |
| Date: Oct 19, 2026 |
10
Exhibit 10.20
ANTERIS
TECHNOLOGIES GLOBAL CORP. EQUITY INCENTIVE PLAN
NOTICE OF CONTINGENT GRANT OF NONQUALIFIED STOCK OPTION
Anteris Technologies Global Corp., a Delaware corporation (the “Company”), has awarded to Optionee, as identified below, an Option Right (the “Option”) to purchase the number of shares of Common Stock set forth below. The Option is subject to all of the terms and conditions as set forth in this Notice of Contingent Grant (this “Notice”), as well as in the Company’s Equity Incentive Plan (the “Plan”) and the Nonqualified Stock Option Agreement (the “Agreement”), both of which are attached hereto and incorporated in their entirety. Notwithstanding the foregoing, the effectiveness of the provisions of this Notice and Agreement (and any corresponding benefits to Optionee) is subject to receipt of stockholder approval of the issue of the Option to Optionee in accordance with the requirements of the Australian Securities Exchange (“ASX”) Listing Rules (“ASX Listing Rules”), including for the purposes of ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the Option for purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then the Notice and the Agreement and the Option award thereunder will be of no further force or effect. Capitalized terms not explicitly defined in this Notice but defined in the Plan or the Agreement will have the same definitions as in the Plan or the Agreement, as applicable. In the event of any conflict between the terms of the Agreement and the Plan, the terms of the Plan will control.
| Optionee: | David St Denis |
| Type of Grant: | Nonqualified Option Right |
| Date of Contingent Grant: | September 13, 2026 |
| Shares subject to Option: | 414,000 shares of Common Stock |
| Option Price (per share): | $8.35 |
| Vesting Schedule: | One-fourth of the shares of Common Stock subject to the Option shall vest and become exercisable on each of the first four anniversaries of the Date of Contingent Grant (each, a “Vesting Date”), subject to Optionee remaining in the continuous employment of the Company or a Subsidiary on each such Vesting Date. |
By the Company’s and Optionee’s signatures to the Agreement, the Company and Optionee agree that the Option is governed by the Notice and by the provisions of the Plan and the Agreement, both of which are attached to and made a part of this document. Optionee acknowledges receipt of copies of the Plan and the Agreement, represents that Optionee has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions.
The Company has caused the Notice and the Agreement to be effective as of the Date of Contingent Grant.
ANTERIS TECHNOLOGIES GLOBAL CORP.
Nonqualified Stock Option Agreement
Anteris Technologies Global Corp. (the “Company”), has awarded Optionee, as referenced in the Notice of Contingent Grant (the “Notice”), to which this Nonqualified Stock Option Agreement (this “Agreement”) is attached, on a contingent basis, an option to purchase the number of shares of Common Stock indicated in the Notice (the “Option”) that is subject to the Company’s Equity Incentive Plan (the “Plan”), the Notice, this Agreement, and stockholder approval as set forth in the Notice. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. All terms used in this Agreement with initial capital letters that are defined in the Plan and not otherwise defined herein have the meanings assigned to them in the Plan.
Notwithstanding anything to the contrary in this Agreement, the effectiveness of the provisions of this Agreement (and any corresponding benefits to Optionee) is subject to receipt of stockholder approval of the issue of the Option to the Optionee in accordance with the requirements of the ASX Listing Rules, including ASX Listing Rule 10.14. For the purpose of clarity, if stockholders of the Company do not approve the issue of the Option for purposes of ASX Listing Rule 10.14 at the applicable meeting of the Company’s stockholders, then this Agreement and the Option award hereunder will be deemed cancelled and of no further force or effect.
1. Grant of Option. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company has granted to Optionee, as of the Date of Contingent Grant, an Option to purchase the number of shares of Common Stock set forth in the Notice at the Option Price specified therein. The Option Price represents at least the Market Value per Share on the Date of Contingent Grant. The Option is intended to be a nonqualified stock option for U.S. tax purposes.
2. Option Not Transferrable. Optionee’s right to the Option shall not be transferable by Optionee except by will or the laws of descent and distribution. Any purported transfer in violation of this Section 2 shall be null and void, and the purported transferee shall obtain no rights with respect to the Option or the underlying shares of Common Stock.
3. Vesting of Option. Except as otherwise provided herein, the Option shall vest and become exercisable (“Vest,” or “Vested”) as set forth in the Notice if Optionee remains continuously employed by the Company or a Subsidiary in accordance with the Vesting Schedule set forth in the Notice (the period from the Date of Contingent Grant until the last Vesting Date of the Vesting Schedule, the “Vesting Period”). Any portion of the Option that does not so become Vested will be forfeited, including, except as provided in Section 4 below, if Optionee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuous employment” (or substantially similar terms) means the absence of any interruption or termination of Optionee’s employment relationship, as applicable, with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of a transfer of employment among the Company and its Subsidiaries or if Optionee is absent on leave approved by a duly constituted officer of the Company or its subsidiaries.
4. Alternative Vesting of Option. Notwithstanding the provisions of Section 3 of this Agreement, and subject to the exercise and payment provisions of Section 6 hereof, to the extent the Option has not been forfeited pursuant to Section 5 hereof, the Option will Vest earlier than the time provided for in Section 3 under the following circumstances:
| (a) | Death or Permanent Disability. If Optionee’s employment with the Company or any Subsidiary terminates due to Optionee’s death or Permanent Disability, then any portion of the Option that has not yet Vested will immediately Vest in full. For purposes of this Agreement, “Permanently Disabled” or “Permanent Disability” means that Optionee has qualified for long-term disability benefits under a disability plan or program of the Company or a Subsidiary or, in the absence of a disability plan or program of the Company or a Subsidiary, under a government-sponsored disability program and is “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. |
| (b) | Change in Control. |
| (i) | Upon the consummation of a Change in Control that occurs during the period that commences on the Date of Contingent Grant and ends on the final Vesting Date (such period, the “Restriction Period”) while Optionee is an employee of the Company or a Subsidiary, any portion of the Option that remains outstanding and has not yet Vested as of such Change in Control will immediately Vest in full, except to the extent that a Replacement Award for the Option is provided to Optionee. |
| (ii) | For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of a stock option, (B) that has a value at least equal to the value of the Option, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”), (D) the tax consequences of which, under the Code, if Optionee is subject to U.S. federal income tax under the Code, are not less favorable to Optionee than the tax consequences of the Option, (E) that Vests in full upon a termination of Optionee’s employment with the Company or the Successor without Cause (as defined in Section 4(b)(iii)) by the Company or the Successor or for Good Reason (as defined in Section 4(b)(iv)) by Optionee within a period of two years after the Change in Control (each such termination event, a “Qualifying Termination”), and (F) the other terms and conditions of which are not less favorable to Optionee than the terms and conditions of the Option (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in the Option or Replacement Award failing to comply with Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Option if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. |
| (iii) | For purposes of Section 4(b)(ii), “Cause” means “Cause” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Optionee and the Company or any Subsidiary or, if Optionee does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Cause”), then “Cause” means with respect to Optionee: (A) any intentional act of fraud, embezzlement or theft in connection with Optionee’s duties with the Company, its Subsidiaries, or Successor, (B) any intentional wrongful disclosure of secret processes or confidential information of the Company, its Subsidiaries, or Successor, or (C) any intentional wrongful engagement in any competitive activity that would constitute a material breach of Optionee’s duty of loyalty to the Company, its Subsidiaries, or Successor; provided, that, no act, or failure to act, on the part of Optionee will be deemed “intentional” unless done or omitted to be done by Optionee not in good faith and without reasonable belief that Optionee’s action or omission was in or not opposed to the best interest of the Company, its Subsidiaries, or Successor; and further provided, that for any Optionee who is party to an individual severance or employment agreement with the Company or a Subsidiary defining Cause, “Cause” will have the meaning set forth in such agreement. |
| (iv) | For purposes of Section 4(b)(ii), “Good Reason” means “Good Reason” (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Contingent Grant between Optionee and the Company or any Subsidiary or, if Optionee does not have an employment agreement as of the Date of Contingent Grant (or such employment agreement does not define “Good Reason”), then “Good Reason” means a material reduction in the nature or scope of the responsibilities, authorities or duties of Optionee attached to Optionee’s position held immediately prior to the Change in Control, a change of more than 60 miles in the location of Optionee’s principal office immediately prior to the Change in Control, or a material reduction in Optionee’s base salary upon or after the Change in Control; provided, that, no later than 90 days following an event constituting Good Reason, Participant gives notice to the Successor of the occurrence of such event, the Successor fails to cure the event within 30 days following the receipt of such notice, and Participant’s employment is terminated within 30 days thereafter. |
| (v) | If a Replacement Award is provided, (A) the terms of the Replacement Award will govern the Vesting and payment of the Replacement Award and (B) notwithstanding anything in this Agreement to the contrary, any outstanding portion of the Option which at the time of the Change in Control is not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control. |
5. Right To Exercise; Termination of the Option. Any portion of the Option that becomes Vested in accordance with Section 3 or Section 4 shall remain exercisable until, and shall terminate on, the earliest of the following dates:
| (a) | Ninety (90) days after any termination of Optionee’s employment, including a Qualifying Termination in connection with a Change in Control, unless such termination of employment (i) is due to Optionee’s death or Permanent Disability as described in Section 4(a) or (ii) is a result of a termination for Cause as defined in Section 4(b)(iii); |
| (b) | One (1) year after Optionee’s death if such death occurs while Optionee is employed by the Company or any Subsidiary; |
| (c) | One (1) year after Optionee’s termination of employment due to Permanent Disability; |
| (d) | The date of termination of Optionee’s employment by the Company or any Subsidiary for Cause; or |
| (e) | Ten (10) years from the Date of Contingent Grant. |
For the avoidance of doubt, any portion of the Option that remains outstanding, whether or not Vested, will terminate immediately on the tenth anniversary of the Date of Contingent Grant. Further, notwithstanding the foregoing, in the event that any portion of the Option becomes Vested in accordance with Section 3 or Section 4 prior to the approval of the issue of the Option by the Company’s stockholders, such portion of the Option will not be exercisable unless and until such approval is obtained.
6. Exercise and Payment of Option. To the extent exercisable, the Option may be exercised in whole or in part from time to time and will be settled in Common Stock by Optionee giving written notice to the Company at its principal office specifying the number of shares of Common Stock for which the Option is to be exercised and paying the aggregate Option Price for such Common Stock. Payment of the Option Price by Optionee shall be (a) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (b) subject to any conditions or limitations established by the Board or the Committee, by the withholding of Common Stock otherwise issuable upon exercise of the Option pursuant to a “net exercise” arrangement, (c) by a combination of such methods of payment, or (d) by such other methods as may be approved by the Board or the Committee.
7. No Dividend Equivalents. Optionee shall not be entitled to dividends or dividend equivalents with respect to the Option or the Common Stock underlying the Option until such Common Stock is issued after the exercise of the Option (or portion thereof).
| 8. | Compensation Recovery; Other Acknowledgements. |
| (a) | Notwithstanding anything in this Agreement to the contrary, Optionee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company’s clawback policy or policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Stock at any point may be traded) (the “Compensation Recovery Policy”), and that, to the extent the Compensation Recovery Policy, by its terms, is applicable to Optionee’s Option, applicable terms of this Agreement will be (if necessary) deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. Further, by accepting the Option covered by this Agreement, Optionee (i) consents to be bound by the terms of the Compensation Recovery Policy, as applicable, (ii) agrees and acknowledges that Optionee is obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to the Compensation Recovery Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agrees that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy, in each case from and after the effective dates thereof. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from Optionee of any such amounts, including from Optionee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code. |
| (b) | Nothing in this Agreement (or in any other agreement, contract or arrangement with the Company or its Subsidiaries or affiliates, or in any policy, procedure or practice of the Company or its Subsidiaries or affiliates) (a) prevents Optionee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations or (b) limits Optionee’s right to any monetary award offered by a government-administered whistleblower award program for providing information directly to a government agency (including the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act or The Sarbanes-Oxley Act of 2002). |
9. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, including any applicable laws of Australia; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue the Option or any shares of Common Stock underlying the Option if the issuance or payment thereof would result in violation of any such law.
10. Adjustments. Subject to Section 11 of the Plan, the Committee shall make or provide for such adjustments in the number of and kind of shares of Common Stock covered by the Option and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights of Optionee that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.
11. Withholding Taxes. If the Company or any Subsidiary is required to withhold federal, state, local or foreign taxes or other amounts in connection with Optionee’s right to receive Common Stock under this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of any such Common Stock (or the realization of any other benefit provided for under this Agreement) that Optionee make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts. Optionee may satisfy such tax obligation by paying the Company cash via personal check. Alternatively, unless otherwise determined by the Committee, Optionee may elect that all or any part of such tax obligation be satisfied by the Company’s retention of a portion of the shares of Common Stock provided for under this Agreement or by Optionee’s surrender of a portion of the shares of Common Stock that he or she has owned. In no event, however, will the Company accept shares of Common Stock for payment of taxes in excess of required tax withholding rates (unless such higher withholding amounts would not result in adverse accounting implications for the Company and the additional withholding amount is authorized by the Committee). If Optionee fails to make arrangements for the payment of required taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having a value equal to the amount required to be withheld. Further, notwithstanding anything in this Section 11 to the contrary, if at any time (a) Optionee is subject to reporting as a Director or an “officer” for purposes of Section 16 of the Exchange Act, (b) withholding is required with respect to the award evidenced by this Agreement, and (c) Optionee is subject to trading restrictions pursuant to a periodic or special closed trading window for the Company under its insider trading policies, then the Company will withhold shares of Common Stock otherwise payable to Optionee under this award in order to satisfy such withholding, with the number of shares of Common Stock withheld having a value equal to the amount required to be withheld. The shares of Common Stock used for tax withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the applicable benefit is to be included in Optionee’s income.
12. Rights as a Stockholder. Optionee will not have any rights as a Stockholder with respect to any Common Stock granted to him or her under this Agreement prior to the date as of which he or she is actually recorded as the holder of such Common Stock upon the share records of the Company.
13. Right to Terminate Employment. Nothing in this Agreement limits in any way whatsoever any right the Company or a Subsidiary may otherwise have to terminate the employment of Optionee at any time.
14. No Right to Future Awards. This award is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards.
15. Relation to Other Benefits. Any economic or other benefit to Optionee under this Agreement or the Plan will not be taken into account in determining any benefits to which Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
16. Processing of Information. Information about Optionee and Optionee’s award of the Option may be collected, recorded and held, used and disclosed for any purpose related to the administration of the award. Optionee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within Optionee’s country or elsewhere, including the United States of America. Optionee consents to the processing of information relating to Optionee and Optionee’s receipt of the shares of Common Stock in any one or more of the ways referred to above.
17. Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent the amendment is applicable to this Agreement; provided, however, that no amendment will adversely affect in a material manner the rights of Optionee with respect to the Common Stock or other securities covered by this Agreement without Optionee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of Optionee to certain amendments will not apply to any amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code, Section 10D of the Exchange Act, or other applicable law.
18. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid or unenforceable, the remainder of this Agreement and the application of such provision in any other person or circumstances shall not be affected, and the provisions so held to be invalid or unenforceable shall be reformed to the extent (and only to the extent) necessary to make it enforceable and valid.
19. Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to the Option and Optionee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Optionee’s consent to participate in the Plan by electronic means. Optionee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an online or electronic system established and maintained by the Company or another third party designated by the Company.
20. Governing Law. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Delaware. Optionee agrees that the state and federal courts located in the State of Delaware will have jurisdiction in any action, suit or proceeding against Optionee based on or arising out of this Agreement and Optionee hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Optionee; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
21. Successors and Assigns. Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Optionee, and the successors and assigns of the Company.
This Agreement is executed by the Company on this 19th day of October, 2026.
| ANTERIS TECHNOLOGIES GLOBAL CORP. | ||
| By: | /s/ Wayne Paterson | |
The undersigned Optionee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the Option and the shares of Common Stock or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
| /s/ David St Denis | |
| Optionee | |
| Date: Oct 20, 2026 |
10
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Participant:
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Date of Contingent Grant:
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| (the “Date of Contingent Grant”) | |
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Target Number of PSUs:
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| Performance Period: | The five-year period commencing on the Date of Contingent Grant | |
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Vesting Terms:
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Subject to the terms and conditions set
forth in the Agreement and in the Statement of Management Objectives
delivered to Participant in connection with the award, the PSUs shall become
earned to the extent that the Management Objectives for the PSUs are
achieved, as set forth or contemplated in the Statement of Management
Objectives, provided (except as otherwise provided in the Agreement) that the
Participant has remained in continuous employment with the Company or a
Subsidiary through the date on which such PSUs become earned.
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|
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Any fractional shares will be rounded
down to the nearest whole share and will vest with the next vesting
installment (if applicable) and subject to the terms and conditions set forth
in the Agreement.
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Dividend Equivalents:
|
Dividend equivalents with respect to the PSUs
will be accumulated for the benefit of Participant if and when regular cash
dividends are declared and credited in the form of additional PSUs in
accordance with Section 6 of the Agreement, and will be paid in shares of
Common Stock to Participant upon any settlement of the PSUs.
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Participant
|
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Date:
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Anteris Technologies Global Corp.
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By:
| |||
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Stock Price Hurdle ($)
|
Percentage of PSUs that Vest
(Cumulative) |
|
$20.50
|
30%
|
|
$41.00
|
60%
|
|
$61.50
|
100%
|
| Type of Grant: | Nonqualified Option Right |
| Date of Grant: | The grant date specified in EquatePlus |
| Option Price (per share): | The per-share exercise price specified in EquatePlus |
| Vesting Schedule: | One-third of the shares of Common Stock subject to the Option shall vest and become exercisable on each of the first three anniversaries of the Date of Grant, subject to Optionee remaining in the continuous employment of the Company or a Subsidiary on each such vesting date. |
| Optionee: | Matthew McDonnell |
| Type of Grant: | Nonqualified Option Right |
| Date of Grant: | September 13, 2026 |
| Number of Shares Subject to the Option: | 90,274 |
| Option Price (per share): | A$11.40 |
| Vesting Schedule: | One-third of the CDIs subject to the Option shall vest and become exercisable on each of the first three anniversaries of the Date of Grant, subject to Optionee remaining in the continuous employment of the Company or a Subsidiary on each such vesting date. |
| Optionee: | /s/ Matthew McDonnell | |
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Date:
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9/17/2026
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Anteris Technologies Global Corp.
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By _/s/ Wayne Paterson
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Date:
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November 10, 2026
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By:
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/s/ Wayne Paterson
| |
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Wayne Paterson
|
||||
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Chief Executive Officer
(Principal Executive Officer)
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||||
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Date:
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November 10, 2026
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By:
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/s/ Brent Moen
| |
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Brent Moen
|
||||
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
||||
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By:
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/s/ Wayne Paterson
| |
|
Wayne Paterson
| ||
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Chief Executive Officer (Principal Executive Officer)
November 10, 2026
|
|
By:
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/s/ Brent Moen
| |
|
Brent Moen
| ||
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
November 10, 2026
|