Exhibit
10.10


 


Immuron
Limited


ACN
063 114 045


 


Executive
Share Option Plan


 


Middletons
Lawyers


 


	Melbourne
        office

        Ref:AXG

         





    	 		



     


    

 


Table
of Contents


 


	1.	The
    plan	1
	 	 	 
	2.	Eligibility	1
	 	 	 
	3.	Participation	1
	3.1	Invitation to participate	1
	3.2	Application form	1
	3.3	Participant bound
    by application form, rules and constitution	2
	 	 	 
	4.	Grant
    of options	2
	4.1	Grant of options	2
	4.2	No payment for
    options	2
	4.3	Options non-transferable	2
	4.4	Option certificate	2
	4.5	Limit on issues
    of new shares	2
	 	 	 
	5.	Exercise
    of options	3
	5.1	Manner of exercise
    of options	3
	5.2	Exercise conditions	3
	5.3	Control event	3
	5.4	Issue or transfer
    of shares on exercise	3
	5.5	Shares rank equally	3
	5.6	Quotation on ASX	3
	5.7	Financial assistance	4
	 	 	 
	6.	Cessation
    of employment and lapsing of options	4
	6.1	Resignation, retirement,
    redundancy and Permanent Disability	4
	6.2	Death	4
	6.3	Cessation for any
    other reason	4
	6.4	Liquidation	5
	6.5	Fraud	5
	6.6	Forfeiture conditions	5
	6.7	Lost Options	5
	6.8	End of exercise
    period	5
	 	 	 
	7.	Changes
    in circumstances	5
	7.1	Reconstruction	5
	7.2	Participation in
    new issues	6
	7.3	Adjustment to number
    of underlying securities - bonus issues	6
	 	 	 
	8.	Amendment	6
	 	 	 
	9.	Powers
    of the Board	6
	9.1	Powers of the Board	6
	9.2	Indemnification	6
	9.3	Commencement of
    Plan	7
	9.4	Termination or
    suspension of Plan	7
	9.5	Resolution to terminate,
    suspend, supplement or amend	7
	 	 	 
	10.	Powers
    of the administrator	7
	10.1	Appointment of
    administrator	7



 



    	 		



     


    

 


Table
of Contents (ctd)


 


	10.2	Role
    of administrator	7
	 	 	 
	11.	Contracts of
    employment and other employment rights	7
	11.1	Discretion of board	7
	11.2	No right to grant
    of options	7
	11.3	Calculation of employee
    benefits	7
	11.4	No right to future
    employment etc.	7
	11.5	Acknowledgment by
    Participant	8
	 	 	 
	12.	Connection with
    other plans	8
	 	 	 
	13.	Notices	8
	 	 	 
	14.	General	8
	 	 	 
	15.	Plan costs	8
	15.1	Plan Costs	8
	15.2	Reimbursement	8
	 	 	 
	16.	Overseas Eligible
    Persons	8
	 	 	 
	17.	Governing law	9
	 	 	 
	18.	Definitions and
    interpretation	9
	18.1	Definitions	9
	18.2	Interpretation	11




 




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Immuron
Limited Executive Share Option Plan


 


		1.	The
                                         plan



 


The
purpose of the Plan is to provide Eligible Persons with an incentive to remain with or continue the provision of services to,
the Group and to improve the longer-term performance of the Company and its return to shareholders. It is intended that the Plan
will enable the Group to retain and attract skilled and experienced employees, consultants and advisers by providing them with
additional motivation to make the Group more successful.


 


The
Plan shall only apply to Options to acquire Shares in the Company


 


		2.	Eligibility



 


The
Board may determine at any time that any Eligible Person is not entitled to participate in the Plan if the Eligible Person’s
participation would be unlawful.


 


		3.	Participation



 


		3.1	Invitation
                                         to participate



 


Subject
to these rules, the Board may invite any Eligible Person selected by it to complete an Application Form relating to a specified
number of Options allocated to that Eligible Person by the Board. The Eligible Person may by notice in writing to the Board accept
a lesser number of Options specified in the offer and may nominate a Permitted Nominee to accept the whole or lesser number of
Options offered. The Board must approve in writing any Options being granted to a Permitted Nominee.


 


		3.2	Application
                                         form



 


The
Board must give to each Eligible Person invited to complete an Application Form, an Application Form together with the following
information relating to the Options allocated to the Eligible Person:


 


		(a)	the
                                         date of grant or intended date of grant;



 


		(b)	the
                                         total number of Options to be granted;



 


		(c)	the
                                         Exercise Period;



 


		(d)	the
                                         Exercise Price or the method of determining the Exercise Price;



 


		(e)	the
                                         Exercise Conditions attaching to the Options (if any);



 


		(f)	the
                                         Disposal Restrictions attaching to any Shares issued on exercise (if any);



 


		(g)	the
                                         Forfeiture Conditions attaching to the Options (if any);



 


		(h)	any
                                         other terms and conditions relating to the grant which, in the opinion of the Board,
                                         are fair and reasonable but not inconsistent with these rules;



 


		(i)	in
                                         respect of the initial grant made to an Eligible Person, a summary, or a copy of these
                                         rules; and



 




    	 		



     


    

 


		(j)	any
                                         other information or documents required to be notified by the Corporations Act or the
                                         Listing Rules.



 


		3.3	Participant
                                         bound by application form, rules and constitution



 


By
completing and returning the Application Form, a Participant agrees to be bound by the terms of the Application Form, these rules
and the Constitution.


 


		4.	Grant
                                         of options



 


		4.1	Grant
                                         of options



 


The
Board may grant Options to a Participant on acceptance of a duly signed and completed Application Form.


 


		4.2	No
                                         payment for options



 


Unless
otherwise determined by the Board, no payment is required for the grant of Options under the Plan.


 


		4.3	Options
                                         non-transferable



 


An
Option granted under the Plan is not capable of being transferred or encumbered by a Participant or a Permitted Nominee, unless
the Board determines otherwise. The Company has no obligation to apply for quotation of the Options on the ASX.


 


		4.4	Option
                                         certificate



 


The
Company must issue a Certificate to a Participant in respect of the Options granted to that Participant. The Company must comply
with the provisions of the Constitution, the Listing Rules and the Corporations Act relating to the issue of the Certificate.


 


		4.5	Limit
                                         on issues of new shares



 


The
Company shall not offer or issue Options to any Eligible Person in accordance with the Plan if the total number of Shares the
subject of Options when aggregated with:


 


		a)	the
                                         number of options to be granted;



 


		b)	the
                                         number of Shares which would be issued if all current Options granted under any Group
                                         company employee incentive scheme (including the Plan) were exercised;



 


		c)	the
                                         number of Shares which would have issued as a result of the exercise of Options granted
                                         under any Group company employee incentive scheme (including the Plan) of the Company
                                         where Options were granted during the preceding five years; and



 


		d)	all
                                         other Shares issued pursuant to any Group company employee incentive scheme (including
                                         the Plan) of the Company during the preceding five years,



 


would
exceed 5% of the total number of issued shares as at the time of the proposed offer.


 




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		5.	Exercise
                                         of options



 


		5.1	Manner
                                         of exercise of options



 


The
exercise of any Option granted under the Plan may only be affected in such form and manner as the Board may prescribe.


 


		5.2	Exercise
                                         conditions



 


Subject
to rules 5.3 and 6, an Option granted under the Plan may only be exercised:


 


		(a)	if
                                         all the Exercise Conditions have been met;



 


		(b)	if
                                         the Exercise Price has been paid to the Company or as the Company may direct; and



 


		(c)	within
                                         the Exercise Period relating to the Option.



 


An
Option granted under the Plan may not be exercised once it has lapsed.


 


		5.3	Control
                                         event



 


Notwithstanding
rule 5.2, the Board may determine that an Option may be exercised, whether or not any or all applicable Exercise Conditions have
been met, on the occurrence of a Control Event.


 


		5.4	Issue
                                         or transfer of shares on exercise



 


Following
exercise of an Option by a Participant, the Company must, within such time as the Board determines, allot and issue or procure
the transfer to the Participant of the number of Shares in respect of which the Option has been exercised, credited as fully paid.


 


		5.5	Shares
                                         rank equally



 


Subject
to the satisfaction of any applicable Disposal Restrictions, Shares allotted and issued under the Plan will rank equally in all
respects with all other Shares from the date of allotment and issue, including:


 


		(a)	voting
                                         rights; and



 


		(b)	entitlements
                                         to participate in:



 


		(i)	distributions
                                         and dividends; and



 


		(ii)	future
                                         rights issues and bonus issues,



 


where
the record date for determining entitlements falls on or after the date of allotment and issue.


 


		5.6	Quotation
                                         on ASX



 


The
Company must apply for quotation on the official list of the ASX of Shares allotted and issued on the exercise of Options as soon
as practicable after the allotment and issue of those Shares, so long as Shares are quoted on the official list of ASX at that
time.


 




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		5.7	Financial
                                         assistance



 


The
Company may financially assist a person through the provision of loan funds on a fully recourse basis to pay for the grant of
an Option, to pay any Exercise Price for an Option or to acquire Shares under the Plan, subject to compliance with the provisions
of the Corporations Act and the Listing Rules relating to financial assistance. Shares issued through the exercise of Options
and paid for with loan funds provided by the Company will be placed in escrow and will have Disposal Restrictions placed on those
Shares.


 


		6.	Cessation
                                         of appointment/employment and lapsing of options



 


		6.1	Resignation,
                                         retirement, redundancy and Permanent Disability



 


If
a Participant ceases to be appointed as director or employed by or, in the case of a consultant, contracted by any member of the
Group due to his or her resignation, retirement, retrenchment by reason of redundancy or Permanent Disability:


 


		(a)	all
                                         Options granted to that Participant as at the date of cessation which are Vested Options
                                         may be exercised by that Participant in the 6 month period following the date of
                                         cessation of appointment or employment (and the Exercise Period is amended accordingly),
                                         after which those Vested Options will lapse; and



 


		(b)	all
                                         other Options granted (but not vested) to that Participant will lapse, unless the
                                         Board determines otherwise, in which event the Board will determine the period within
                                         which those other Options may be exercised following the date of cessation of appointment
                                         or employment (and the Exercise Period is amended accordingly), after which those other
                                         Options will lapse.



 


		6.2	Death



 


If
a Participant ceases to be appointed or employed by or contract to any member of the Group due to his or her death:


 


		(a)	all
                                         Options granted to that Participant as at the date of cessation which are Vested Options
                                         may be exercised in the 12 month period following the date of cessation of appointment
                                         or employment (and the Exercise Period is amended accordingly), after which those Vested
                                         Options will lapse; and



 


		(b)	all
                                         other Options granted (but not vested) to that Participant will lapse, unless the Board
                                         determines otherwise, in which event the Board will determine the period within which
                                         those other Options may be exercised following the date of cessation of appointment or
                                         employment (and the Exercise Period is amended accordingly), after which those other
                                         Options will lapse.



 





 





 




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		6.3	Cessation
                                         for any other reason



 


If
a Participant ceases to be appointed, employed or in the case of a consultant engaged by any member of the Group for any reason
other than those contemplated by rules 6.1 and 6.2:


 


		(a)	all
                                         Options granted to that Participant as at the date of cessation which are Vested Options
                                         and which have been vested for a period of six months prior to the date of cessation
                                         may be exercised in the 3 month period following the date of cessation of appointment
                                         or employment (and the Exercise Period is amended accordingly), after which those Vested
                                         Options will lapse; and



 


		(b)	all
                                         other Options granted (but not vested) to that Participant will lapse, unless the Board
                                         determines otherwise, in which event the Board will determine the period within which
                                         the Options may be exercised following the date of cessation of appointment or employment
                                         (and the Exercise Period is amended accordingly), after which the Options will lapse.



 


		6.4	Liquidation



 


On
Liquidation, all Options which are not Vested Options will lapse.


 


		6.5	Fraud



 


If,
in the opinion of the Board, a Participant (or, where a Participant is a person nominated by an Eligible Person, the employee
or director who nominated the Participant) has acted fraudulently or dishonestly, the Board may determine that any Option granted
to that Participant should lapse, and the Option will lapse accordingly.


 


		6.6	Forfeiture
                                         conditions



 


An
Option will lapse on the occurrence of a Forfeiture Condition relating to that Option, unless the Board determines otherwise.


 


		6.7	Lost
                                         Options



 


A
Participant may submit a request to the Board that an Option granted to that Participant should lapse. On receipt of that request,
the Board may determine that the Option should lapse, in which case the option will lapse accordingly.


 


		6.8	End
                                         of exercise period



 


If
an Option has not lapsed earlier in accordance with this rule 6, it will lapse at the end of the Exercise Period.


 


		6.9	Financial
                                         assistance on cessation of appointment/employment



 


Where
the expiry dates of vested options are varied due to the circumstances set out in 6.1(a), 6.1(b), 6.2(a) and 6.2(b) above the
Board may at its discretion provide financial assistance in accordance with clause 5.7 to the Eligible Person or the Eligible
Person’s representative.


 


		7.	Changes
                                         in circumstances



 


		7.1	Reconstruction



 


In
the event of any reconstruction (including consolidation, subdivision, reduction, capital return, buy back or cancellation) of
the share capital of the Company, the number of Options to which each Participant is entitled and/or the Exercise Price of those
Options must be reconstructed in accordance with the Listing Rules. Options must be reconstructed in a manner which will not result
in any additional benefits being conferred on Participants which are not conferred on other shareholders of the Company.


 




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		7.2	Participation
                                         in new issues



 


Subject
to the Listing Rules, a Participant is only entitled to participate (in respect of Options granted under the Plan) in a new issue
of Shares to existing shareholders generally if the Participant has validly exercised his or her Options within the relevant Exercise
Period and become a Shareholder prior to the relevant record date, and is then only entitled to participate in relation to Shares
of which the Participant is the registered holder.


 


		7.3	Adjustment
                                         to number of underlying securities - bonus issues



 


If
there is a Bonus Issue or any other pro rata issue to the holders of Shares, the terms for all existing Options on issue will
be amended in the manner provided by the Listing Rules (including without limitation under Chapter 6 of the Listing Rules).


 


		8.	Amendment



 


Subject
to the Listing Rules, these rules may be amended or supplemented by resolution of the Board. Unless the resolution of the Board
expressly states otherwise, any amendment or supplement to these rules will not apply to any Options granted under these rules
which have not yet been exercised.


 


		9.	Powers
                                         of the Board



 


		9.1	Powers
                                         of the Board



 


The
Plan will be managed by the Board, which will have power to:


 


		(a)	determine
                                         appropriate procedures for the administration of the Plan consistent with these rules;



 


		(b)	resolve
                                         conclusively all questions of fact or interpretation arising in connection with the Plan;



 


		(c)	determine
                                         matters falling for determination under these rules in its discretion having regard to
                                         the interests of and for the benefit of the Company;



 


		(d)	exercise
                                         the discretions conferred on it by these rules or which may otherwise be required in
                                         relation to the Plan; and



 


		(e)	delegate
                                         to any one or more persons (for such period and on such conditions as it may determine)
                                         the exercise of any of its powers or discretions arising under the Plan.



 


		9.2	Indemnification



 


The
Company must indemnify, and keep indemnified, to the full extent permitted by law, each person who is or has been a director or
alternate director and an officer of the Company against all proceedings, actions, claims, demands, losses, liabilities, damages,
costs and expenses which may be made, brought against, suffered or incurred by the person arising directly or indirectly out of
or in connection with the administration of the Plan.


 




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		9.3	Commencement
                                         of Plan



 


The
Plan will take effect on and from such date as the Board may resolve.


 


		9.4	Termination
                                         or suspension of Plan



 


The
Board may terminate or suspend the operation of the Plan at any time.


 


		9.5	Resolution
                                         to terminate, suspend, supplement or amend



 


In
passing a resolution to terminate or suspend the operation of the Plan or to supplement or amend these rules, the Board must consider
and endeavour to ensure that there is fair and equitable treatment of all Participants.


 


		10.	Powers
                                         of the administrator



 


		10.1	Appointment
                                         of administrator



 


The
Board may appoint an Administrator and may determine the terms and conditions of the Administrator’s appointment. The Board
may remove the Administrator.


 


		10.2	Role
                                         of administrator



 


The
Administrator must administer the Plan in accordance with these rules and any procedures determined by the Board and agreed to
as between the Board and the Administrator.


 


		11.	Contracts
                                         of employment and other employment rights



 


		11.1	Discretion
                                         of board



 


It
is a condition of these rules that the Plan may be terminated at any time at the discretion of the Board and that no compensation
under any employment contract will arise as a result.


 


		11.2	No
                                         right to grant of options



 


Participation
in the Plan does not confer on any Eligible Person any right to a grant of Options.


 


		11.3	Calculation
                                         of employee benefits



 


The
value of the Options do not increase a Participant’s income for the purpose of calculating any employee benefits (for example
in calculating holiday pay, salary entitlements on termination).


 


		11.4	No
                                         right to future employment etc.



 


Participation
in the Plan does not confer on any Participant any right to future employment or engagement as a consultant and does not affect
any rights which the Company may have to terminate the employment of any Participant.


 




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		11.5	Acknowledgment
                                         by Participant



 


It
is acknowledged and accepted by each Participant that the terms of the Plan do not form part of the terms and conditions of the
Participant’s employment contract, nor do the terms of the Plan constitute a contract or arrangement (including any related
condition or collateral arrangement) in relation to the Participant’s employment contract.


 


		12.	Connection
                                         with other plans



 


Unless
the Board otherwise determines, participation in the Plan does not affect, and is not affected by, participation in any other
incentive or other plan operated by the Company unless the terms of that other plan provide otherwise.


 


		13.	Notices



 


Any
notice or direction given under these rules is validly given if it is handed to the person concerned or sent by ordinary prepaid
post to the person’s last known address or given in any reasonable manner which the Board from time to time determines.


 


		14.	General



 


Notwithstanding
any rule, Shares may not be allotted and issued, acquired, transferred or otherwise dealt with under the Plan if to do so would
contravene the Corporations Act, the Listing Rules, or any other applicable laws.


 


		15.	Plan
                                         costs



 


		15.1	Plan
                                         Costs



 


Unless
otherwise determined by the Board, the Company must pay all costs, charges and expenses relating to the establishment and operation
of the Plan, including all costs incurred in or associated with an allotment, issue or acquisition of Shares for the purposes
of enabling Participants to exercise Options granted to them under the Plan.


 


		15.2	Reimbursement



 


The
Company and any Associated Body Corporate of the Company may provide money to the trustee of any trust or any other person to
enable them to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes,
to the extent permitted by the Corporations Act. In addition, the Company may require any Associated Body Corporate to enter into
any other agreement or arrangement as it considers necessary to oblige that Associated Body Corporate to reimburse the Company
for any amounts paid by the Company in connection with this Plan, directly or indirectly, in relation to any employee or director
of that Associated Body Corporate.


 


		16.	Overseas
                                         Eligible Persons



 


The
Company at the Board’s discretion may:


 


		(a)	grant
                                         options to Eligible Persons and Participants who are resident outside of Australia; and



 




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		(b)	make
                                         regulations for the operation of the Plan which are not inconsistent with these rules
                                         to apply to Eligible Persons and Participants who are resident outside of Australia.



 


		17.	Governing
                                         law



 


The
laws of Victoria, Australia, govern these rules.


 


		18.	Definitions
                                         and interpretation



 


		18.1	Definitions



 


In
this document, unless the context requires otherwise:


 


Accounting
Standards means the Australian Accounting Standards from time to time and if and to the extent that any matter is not covered
by Australian Accounting Standards means generally accepted accounting principles applied from time to time in Australia for a
business similar to the Business.


 


Administrator
means the person (if any) selected by the Board to carry out the day to day administration of the Plan as contemplated by
rule 10.1.


 


Application
Form means the form that the Board determines is to be used by an Eligible Person to apply for Options under the Plan.


 


Associated
Body Corporate of the Company means each:


 


		(a)	related
                                         body corporate of the Company, within the meaning of section 50 of the Corporations Act;



 


		(b)	body
                                         corporate that has voting power in the Company of not less than 20%; or



 


		(c)	body
                                         corporate in which the Company has voting power of not less than 20%,



 


where
“voting power” has the meaning in section 610 of the Corporations Act.


 


ASX
means ASX Limited ACN 008 624 691.


 


Board
means the board of directors of the Company or a committee appointed by the board of directors of the Company.


 


Bonus
Issue means a Pro Rata Issue of Shares to holders of Shares for which no consideration is payable by them.


 


Certificate
means, in relation to a Participant, the certificate or statement (in a form approved by the Board) issued to the Participant
which discloses the number of Options entered in the register of Option holders in the name of the Participant.


 


Company
means Immuron Limited ACN 063 114 045.


 


Constitution
means the constitution of the Company.


 


Control
of an entity means having the right:


 




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		(a)	to
                                         vote 50% (or more) of the votes that can be cast on the election or removal of the entity’s
                                         directors;



 


		(b)	to
                                         appoint or remove directors who possess 50% (or more) of the votes exercisable by all
                                         directors of the entity; or



 


		(c)	to
                                         50% (or more) of the profits or distributions of the entity or of its net liquidation
                                         proceeds.



 


For
this definition, if the entity does not have a board of directors, ‘director’ means a member of the entity’s
governing body with a role similar to a board of directors.


 


Control
Event means any of the following:


 


		(a)	an
                                         offer is made by a person for the whole of the issued ordinary share capital of the Company
                                         (or any part as is not at the time owned by the offeror or any person acting in concert
                                         with the offeror) and after announcement of the offer the offeror (being a person who
                                         did not Control the Company prior to the offer) acquires Control of the Company;



 


		(b)	any
                                         other event occurs which causes a change in Control of the Company; or



 


		(c)	any
                                         other event which the Board reasonably considers should be regarded as a Control Event.



 


Corporations
Act means Corporations Act 2001 (Cth).


 


Disposal
Restrictions means, in relation to an Option, the restrictions (if any) determined by the Board that are required to be satisfied
before a Share acquired as a result of the exercise of the Option by the Participant can be sold, transferred or otherwise dealt
with by a Participant.


 


Eligible
Person means an employee, a director of or in the case of a consultant any person engaged to provide services to any member
of the Group who is determined by the Board to be an Eligible Person for the purposes of the Plan, or any other person who is
determined by the Board to be an Eligible Person for the purposes of the Plan.


 


Exercise
Conditions means, in relation to an Option, the period of time, performance hurdles and other conditions (if any) determined
by the Board that are required to be satisfied before the Option can be exercised.


 


Exercise
Period means, in relation to an Option, the period in which the Option may be exercised specified by the Board under rule
3.2, subject to any variation under rules 5.3 and 6.


 


Exercise
Price means the Market Price of a Share determined on the date a participant was invited to complete an Application Form relating
to the Option under rule 3.1 or any other amount that is specified by the Board under rule 3.2, subject to any adjustment under
rule 7.


 


Forfeiture
Conditions means, in relation to an Option, the conditions (if any) determined by the Board that will result in the Option
lapsing if satisfied.


 


Group
means the Company and each Associated Body Corporate of the Company.


 




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Liquidation
means the passing of a resolution for voluntary winding up, or the making of an order for the compulsory winding up of the
Company.


 


Listing
Rules means the listing rules (as defined in the Corporations Act) made or adopted by the ASX.


 


Market
Price means, in relation to an Option, the volume weighted average market price of Shares sold on the ASX on the 5 trading
days immediately before the date of determination.


 


Option
means a right to subscribe for or acquire a Share, subject to any adjustment under rule 7.31 and 7.3.


 


Participant
means an Eligible Person who has been invited to participate in the Plan and any other person who is nominated by that Eligible
Person (following receipt of an invitation by the Board under rule 3.1) and who is determined by the Board to be a Permitted Nominee
for the purposes of the Plan.


 


Permitted
Nominee means if Options are issued to a Permitted Nominee of a Participant, the Participant must, without limiting any provisions
of these rules, ensure that the Permitted Nominee complies with these rules.


 


Permanent
Disability means, in relation to a Participant, the inability, by reason of physical condition, mental illness or accident,
of the Participant to perform substantially all of the duties of the position in which the Participant has been employed or appointed
or engaged (in the case of a consultant) – in any case as determined by the Board.


 


Plan
means the Immuron Executive Share Option Plan established and operated in accordance with these rules.


 


Pro
Rata Issue means an issue which has been offered to all holders of Shares on a pro rata basis.


 


Share
means a fully paid ordinary share in the capital of the Company.


 


Vested
Option means an Option in respect of which all Exercise Conditions have been met or which are otherwise exercisable (including
as contemplated by rules 5.32 and 6).


 


		18.2	Interpretation



 


In
these rules, unless the context otherwise requires:


 


		(a)	a
                                         reference to any thing (including an amount or a provision of this document) is a reference
                                         to the whole and each part of it;



 


		(b)	the
                                         singular includes the plural, and vice versa;



 


		(c)	the
                                         word ‘person’ includes an individual, a body corporate, a firm, an unincorporated
                                         body, a society, an association and an authority;



 


		(d)	a
                                         reference to a particular person includes their legal personal representatives, administrators,
                                         successors, substitutes and permitted assigns;



 


		(e)	a
                                         reference to ‘costs’ includes charges, expenses and legal costs;



 




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		(f)	a
                                         reference to a “rule” or “these rules” is to the rule or these
                                         rules (as the case may be) as amended or replaced;



 


		(g)	a
                                         reference to the Constitution includes a reference to any provision having substantially
                                         the same effect which is substituted for or replaces the Constitution;



 


		(h)	where
                                         a Participant is a director of any member of the Group, but is not also an employee of
                                         any member of the Group, a reference to the employment with any member of the Group of
                                         that Participant is a reference to that Participant holding office as a director of any
                                         member of the Group;



 


		(i)	where
                                         a Participant is a person nominated by an Eligible Person, a reference to the employment
                                         with any member of the Group of that Participant is a reference to the employment with
                                         any member of the Group of that Eligible Person;



 


		(j)	a
                                         Participant does not cease to be employed by any member of the Group where the Participant
                                         ceases to be employed by one member of the Group but commences employment with another
                                         member of the Group provided that the new employment commences within 60 days from the
                                         date of termination or such other period as the Board may determine by notice in writing;



 


		(k)	a
                                         reference to ‘law’ means statute law, common law and equitable principles;



 


		(l)	a
                                         reference to a particular law includes that law and any subordinate legislation (such
                                         as regulations) under it, in each case as amended, replaced, re-enacted or consolidated;



 


		(m)	a
                                         reference to an accounting term is to that term as it is used in the Accounting Standards;



 


		(n)	a
                                         reference to ‘dollars’, ‘$‘or ‘A$’ is to the lawful
                                         currency of Australia;



 


		(o)	a
                                         time means that time in Melbourne, Australia;



 


		(p)	a
                                         reference to a day or a month means a calendar day or calendar month;



 


		(q)	if
                                         a period of time starts from a given day (or event), it is to be calculated exclusive
                                         of that day (or the day the event occurs);



 


		(r)	the
                                         masculine includes the feminine, and vice versa;



 


		(s)	the
                                         meaning of any general language is not restricted by any accompanying example and the
                                         words ‘includes’, ‘including’ ‘such as’ or ‘for
                                         example’ (or similar phrases) are not words of limitation; and



 


		(t)	headings
                                         in this document are for convenience only and do not affect its meaning.



 


If
(but for this rule) a provision of this document would be illegal, void or unenforceable or contravene the law, this document
is to be interpreted as if the provision was omitted.


 








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