EX-10.16





 EXHIBIT 10.16 

 
 



 
 Maximum Term Full-time Employment Contract 

TRITIUM PTY LTD ACN 095 500 280 

MICHAEL HIPWOOD 













 



 
  

 AGREEMENT 
  

					
	Parties	  	The Employer named in Item 1 of Schedule A.	  	
		  		  	(Company)
		  	The Employee named in Item 2 of Schedule A.	  	

 (Employee or You) 

BACKGROUND 
  

	A.	 The Company has agreed to employ the Employee in the Position described in Item 3 of Schedule A.



  

	B.	 The Employee agrees to the appointment, and to work for the Company, on the terms and conditions set out in
this Contract. 


  

	1.	 COMMENCEMENT, TERM AND BASIS OF EMPLOYMENT 



 

	1.1.	 You will be employed in the Position as specified in Item 3 of Schedule A. 



 

	1.2.	 You will be required to report to the person specified in Item 4 of Schedule A. 



 

	1.3.	 You will be employed with the Company for a maximum period commencing on the date specified in Item 5 of
Schedule A and ending on the date specified in Item 6 of Schedule A (“Term”). 


  

	1.4.	 At any time up until the Commencement Date specified in Item 5 of Schedule A, your offer of employment
may be unilaterally withdrawn by the Company. 


  

	1.5.	 The Company may at its sole discretion, offer you employment beyond the Term by way of an extension to this
Contract or under the terms of a new agreement. The Company does not warrant or represent that your employment will continue beyond the Term. 


  

	1.6.	 If however, by agreement of the parties, your employment with the Company continues after expiry of the Term,
then unless a new agreement is entered into between the parties, the terms and conditions of this Contract will continue to apply to your employment with such variations as the circumstances of your extended employment require.



  

	1.7.	 Where the employment ends for any reason during the Term (or any extension of the Term that may be agreed under
clauses 1.5 and 1.6 above), then the relevant notice (clause 9) and payment provisions of this Contract will apply (i.e. the balance of the Contract period beyond the notice period will be forfeited). 



 

	1.8.	 You will be employed on the basis specified in Item 7 of Schedule A. 



 

	1.9.	 The minimum conditions of your employment are regulated by this Contract, and the Applicable Legislation
specified in Item 8 of Schedule A. 



  
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 2. PROBATIONARY PERIOD 
  

	2.1	 If your employment is subject to a probationary period, the probationary period will be specified in Item 9
of Schedule A. 


  

	2.2	 The probationary period is intended to enable both yourself and the Company to determine if you are suited to
the role for which you have been employed. 


  

	2.3	 If, during the probationary period you are granted any continuous periods of leave of one (1) month or
more for personal injury/illness purposes, the maximum probationary period will be six (6) months plus an additional period which equates to the period of leave taken. 



 

	2.4	 At any time during the probationary period, either you or the Company can terminate your employment by giving
one (1) weeks’ notice. Failure to provide notice will mean payment in lieu or the forfeiting of one (1) week, as the case may be. 


  

	2.5	 This clause 2 does not affect the minimum employment period in accordance with the Applicable Legislation.



  

	3.	 POSITION REQUIREMENTS 



 

	3.1.	 You will be required to perform the duties of the Position as outlined in the attached Position
Description in Schedule B of this Contract together with those duties and responsibilities ordinarily associated with the Position. In addition, you will be required to perform any other duties, for which you have the appropriate skill and or
training, which are assigned to you by the Company from time to time. The Company may also amend the Position Description as required from time to time. All amendments will be communicated to you. 



 

	3.2.	 You will be required to perform your duties conscientiously, in good faith, and exercising all due care, skill
and diligence. You will also be required at all times to promote the interests of the Company and comply with lawful and reasonable directions. 


  

	3.3.	 You may also be required to perform duties from time to time for the Company’s related entities.



  

	3.4.	 You agree that you will: 



 

	 	(a)	 not act in a manner which is capable of breaching the Company’s trust and confidence in you;



  

	 	(b)	 devote your whole time and attention during work hours to performing your duties; and 



 

	 	(c)	 comply with all legislation and regulations that apply to you in your employment with the Company.



  

	4.	 WARRANTIES 


  

	4.1.	 You warrant that by accepting employment with the Company and performing the duties of your Position:



  

	 	(a)	 you are not, nor will not, be breaching any obligations you owe to any other person (such as a previous
employer), nor causing the Company or its associated entities any liability to any other person; and 



  
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	 	(b)	 you have disclosed all information relevant to your employment with the Company, including but not limited to
any information which may prohibit or make untenable you performing the inherent requirements of your Position, and that such information is true and correct; and 



 

	 	(c)	 you are eligible to work in Australia and will immediately notify the Company if at any time during the course
of your employment you are no longer eligible to work in Australia. You agree to provide evidence to support your eligibility to work in Australia on request by the Company. 



 

	4.2.	 You acknowledge that the Company has relied upon your warranties at clause 4.1 in entering into this Contract.



  

	5.	 LOCATION 


  

	5.1.	 The Position will be based at the location specified at Item 10 of Schedule A. 



 

	5.2.	 Depending upon the requirements of the Position, you may be required to travel to and/or work, at or from other
locations, from time to time. You agree to work at any of the different locations where the Company requires you to do so. 


  

	5.3.	 Your employment is with the Company and not a specific location. The Company reserves the right to transfer you
to another location permanently or temporarily. 


  

	6.	 REMUNERATION 


  


	6.1.	 You will be paid as specified at Item 11 of Schedule A. 



 

	6.2.	 You will be paid by electronic funds transfer into your nominated account on the 15th day of each month or the nearest business day. 


  

	6.3.	 Unless otherwise prohibited by the Applicable Legislation, you agree that the Company may deduct from any pay
or payments owing to you, monies overpaid to you, compensation for any goods not returned, unfinished payments, protective clothing, tools or any other debt owing by you to the Company. 



 

	6.4.	 If a deduction is not made in accordance with clause 6.3, or a deduction does not cover the full amount owed,
you agree to immediately repay to the Company any amounts owed unless alternative repayments are reached with the Company. You acknowledge and agree that you are responsible for compensation for goods and property not returned, unfinished payments,
protective clothing, tools or any other debts owing by you to the Company. You agree to immediately repay to the Company all such amounts owed, unless alternative repayment arrangements are reached with the Company. 



 

	6.5.	 Details of your remuneration under this Contract are to be kept confidential and not discussed with other
employees. 


  

	6.6.	 Superannuation 



 

	 	(a)	 The Company will contribute employer superannuation on your behalf in accordance with the Superannuation
Guarantee Legislation. 



  
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	6.7.	 Other benefits 



 

	 	(a)	 You will be entitled to the benefits set out at Item 12 of Schedule A. 



 

	6.8.	 Remuneration Acknowledgement 



 

	 	(a)	 In light of the level of your remuneration, you make the acknowledgement set out in Item 15 of Schedule
A. 


  

	7.	 HOURS OF WORK 



 

	7.1.	 Your ordinary hours of work are set out at Item 13 of Schedule A. 



 

	8.	 LEAVE 


  

	8.1.	 Annual Leave 


  


	 	(a)	 You are entitled to annual leave in accordance with the Applicable Legislation. 



 

	 	(b)	 If you are entitled to an additional amount for leave loading, this will be specified in Item 14 of
Schedule A, otherwise, you acknowledge and agree that your remuneration has been set at a level to sufficiently compensate you for any leave loading that may be payable from time to time. 



 

	 	(c)	 If you and the Company are unable to agree on a mutually convenient time to take leave, the Company may direct
you to take annual leave according to the Applicable Legislation and/or the Award. 


  

	 	(d)	 Unless specified otherwise in the Award, the Company may require you to take annual leave in the following
circumstances: 


  

	 	(i)	 as part of a close-down of the Company’s operations (including any shut down over the Christmas/New Year
period); or 


  

	 	(ii)	 where an excessive amount of paid annual leave is accrued. 



8.2. Personal / Carer’s Leave 
  

	 	(a)	 You are entitled to personal/carer’s leave in accordance with the Applicable Legislation.



  

	 	(b)	 Personal/carer’s leave may be taken: 



 

	 	(i)	 if you are not fit to work because of a personal illness or injury; or 



 

	 	(ii)	 for the purpose of caring for a member of your immediate family or a member of your household who requires care
or support because of illness, injury or an unexpected emergency affecting the member. 



  
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	 	(c)	 You must notify your Manager that you are taking personal/carer’s leave as soon as practicable. As a
guide, you should attempt to inform your Manager of your absence at least two hours prior to the scheduled start time. You must also provide the actual or expected period that you will be unable to work. 



 

	 	(d)	 You must also supply satisfactory evidence to the Company that your absence was due to a reason justifying
personal/carer’s leave (e.g. a medical certificate). You may also be requested to provide such documentation for other absences, at the discretion of the Company. 



 

	8.3.	 Long Service leave 



 

	 	(a)	 You will be entitled to long service leave in accordance with the long service leave provisions of the relevant
legislation setting out minimum entitlements to long service leave. 


  

	8.4.	 Other Leave Entitlements 



 

	 	(a)	 You will be entitled to parental leave, compassionate leave and community service leave in accordance with the
Applicable Legislation. 


  

	9.	 TERMINATION OF EMPLOYMENT 



 

	9.1.	 Notwithstanding anything to the contrary in this clause 9, but subject to the operation of clauses 1.5 and 1.6,
this Contract will end upon expiry of the Term. 


  

	9.2.	 Other than your employment being terminated at the expiration of the Term in accordance with clause 9.1, your
employment may be terminated by the Company in writing to you if the notice period specified in Item 16 of Schedule A is given. 


  

	9.3.	 The Company may at its absolute discretion, elect to pay you in lieu of part or all of your notice period.
Alternatively, the Company may require you not to report for work, or provide you with altered duties during part or all of your notice period. 


  

	9.4.	 Nothing in this clause 9 affects the operation of clause 2. 



 

	9.5.	 The Company may terminate this Contract at any time without notice if you: 



 

	 	(a)	 commit any serious or persistent breach of any of the provisions of this Contract; 



 

	 	(b)	 commit any breach of any of the warranties contained in clause 4.1; 



 

	 	(c)	 are guilty of any gross misconduct or wilful neglect in the discharge of your duties; 



 

	 	(d)	 commit any act which in the reasonable opinion of the Company is likely to cause significant damage to the
Company’s reputation, viability or profitability, or imminent and serious risk to the health or safety of a person; 


  

	 	(e)	 are intoxicated at work; 



  
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	 	(f)	 refuse to carry out a lawful and reasonable instruction that is consistent with your contract of employment



  

	 	(g)	 whilst performing your duties, engage in any theft, fraud, assault or dishonesty; 



 

	 	(h)	 are charged with or convicted of any criminal offence that, in the reasonable opinion of the Company, affects
your position as an employee of the Company; or 


  

	 	(i)	 engage in any conduct defined as “serious misconduct” under Applicable Legislation or the Fair
Work Regulations 2009 (Cth) (as amended from time to time). 


  

	9.6.	 You agree that all notes, memoranda, lists, training materials, documents recording or embodying Intellectual
Property Rights (as defined in clause 12) which are owned by or vest in the Company under clause 12, Confidential Information (clause 11) and other records of or in connection with your employment or any dealings, customers, affairs or business of
the Company made by you or otherwise are the property of the Company, and you will immediately surrender all such property to your Manager upon termination of your employment with the Company, and delete or destroy copies of same, provided that the
Company is provided with copies of such information. 


  

	9.7.	 If your employment under this Contract is terminated by reason of the reconstruction or amalgamation of the
Company and you are offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions not less favourable than the terms of this Contract, then you shall have no claim against the Company in
respect of the termination of your employment under this Contract. 


  

	10.	 SUSPENSION OF EMPLOYMENT / STAND DOWN 



 

	10.1.	 The Company may suspend your employment on full pay (excluding any bonus payments or incentive plan payments)
for a reasonable period in relation to any conduct or performance, including for the purposes of conducting an investigation into your alleged misconduct and/or unsatisfactory performance. 



 

	10.2.	 Where one of the matters in section 524(1) of the Applicable Legislation exists, the Company may stand you
down, without pay. 


  

	11.	 CONFIDENTIAL INFORMATION 



 

	11.1.	 For the purposes of this Contract, Confidential Information means jointly and severally your employment
conditions and the conditions of other employees, customer details, price lists, costings, supplier details, information systems, trade or business secrets, formats, sales management, software, the material, improvements, information, advice,
training techniques, product designs and specifications, staff manuals, methods and techniques for conduct of the business, marketing and public relations information and techniques, together with all other proprietary information and know-how conveyed or conceived by you in the course of your relationship with the Company, and includes, but is not limited to: 



 

	 	(a)	 Financial Information regarding budgets, accounts rendered, income, debts, profits, salaries and wages paid,
assets and liabilities and bad debts; 



  
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	 	(b)	 Supply and Service Information regarding goods and services supplied. The name and address of clients and
customers to whom services were or are being supplied, terms of supply or service contracts or particular transactions or related information about potential suppliers to the extent that such information is not generally known to the public and to
the extent that the combination of suppliers or use of a particular supplier, though generally known or available, yields advantages to the any of the Group Entities the details of which are not generally known; 



 

	 	(c)	 Marketing Information regarding details about the position of any of the Group Entities in the marketplace or
segments of the marketplace, their competitors’ positions in the market place or in segments of the market place, marketing plans and strategies; 


  

	 	(d)	 Personnel Information regarding personnel histories, compensation, terms of engagement; 



 

	 	(e)	 Client/Customer Information with regard to any compilation of past, existing and/or prospective clients and
customers, particular client or customer transactions, proposals or agreements with clients or customers, the state of client or customer accounts; 


  

	 	(f)	 Strategic Information regarding the goals and plans of any of the Group Entities including but not limited to
target markets, target segments of markets, plans with regard to premises; 


  

	 	(g)	 Tender Information regarding the methods by which any of the Group Entities calculates the amounts contained in
its tenders, the methods by which it prepares its tenders, the information contained in its tenders; 


  

	 	(h)	 Legal Information which is not generally available in the public domain, regarding the affairs or activities of
any of the Group Entities; 


  

	 	(i)	 General Business Information whether in writing or otherwise relating in any way to the business or affairs of
any of the Group Entities; 


  

	 	(j)	 Intellectual Property Information being information concerning research, copyright, patents, trademarks,
designs, ideas, discoveries, inventions or other intellectual property of any of the Group Entities; 


  

	 	(k)	 Information which, either orally or in writing, is designated or indicated by the Company as Confidential
Information; 


  

	 	(l)	 Information derived or produced partly or wholly from Confidential Information; 



 

	 	(m)	 Information which is capable of protection at law or equity as confidential information; and



  

	 	(n)	 Information specified in sub-clauses (a) to (m) of any of the
Group Entities. 


  

	11.2.	 During your employment and after the employment ends, regardless of the reason for the termination of your
employment, you will, except as required by law: 



  
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	 	(a)	 Hold all Confidential Information in confidence and not discuss, communicate or transmit to others or make any
unauthorised copy of or use the Confidential Information in any capacity, position or business unrelated to the Company and unauthorised by the Company; 


  

	 	(b)	 Use the Confidential Information only in furtherance of proper Company-related reasons for which such
information is disclosed or discovered; 


  

	 	(c)	 Take all reasonable action that the Company deems necessary or appropriate, to prevent unauthorised use or
disclosure of, or to protect the Company’s interests in, the Confidential Information; and 


  

	 	(d)	 Immediately notify the Company of any suspected breach of this clause. 



 

	11.3.	 The above does not apply to information that by means other than your deliberate or inadvertent disclosure
enters a public domain nor to disclosures as compelled by judicial or administrative proceedings after you diligently try to avoid disclosure and afford the Company the opportunity to obtain assurances or relief that compel that disclosure will
receive confidential treatment. 


  

	11.4.	 Each part of the above is severable. If any provision or part of this clause 11 is held unenforceable by a
court of competent jurisdiction, such a ruling shall not impair any other provision or part thereof that remains intelligible and capable of effect. 


  

	11.5.	 The obligations of confidentiality imposed above are not intended to be in substitution for, or to in any way
limit, the Duties of confidentiality which would rest with you (whether in equity or otherwise) if such specific obligations were not here provided for, and you acknowledge that your obligations of confidentiality are not necessarily restricted to
the specific areas listed above. 


  

	11.6.	 In this clause: 


  

	 	(a)	 “Group Entities” means the entities listed below, along with their subsidiaries and Related
Corporations: 


  

	 	(i)	 The Company; 


  

	 	(ii)	 any other associated entity of the Company. 



 

	 	(b)	 “Related Corporation” means a related corporation (as defined by the Corporations Act 2001
(Cth) (as amended or replaced from time to time) of the Company. 


  

	12.	 INTELLECTUAL PROPERTY 



 

	12.1.	 You agree that all Intellectual Property Rights in and relating to the Work Product will be owned exclusively
by the Company. 


  

	12.2.	 You must provide to the Company any material that you created or that you possess containing, recording or
relating to any Intellectual Property Rights in or relating to the Work Product. 



  
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	12.3.	 Before commencing as an employee of the Company, you must notify the Company if you own or are working on any
Intellectual Property Rights that have use in or are related to the Field. You must obtain prior written approval if you wish to continue to do any such work in accordance with clause 12.4(b) below. 



 

	12.4.	 While you are an employee of the Company, you must: 



 

	 	(a)	 promptly notify the Company in advance if you wish to (i) develop or create for yourself or any
other person any Intellectual Property Rights that have use in or relate to the Field, or (ii) contribute to any open source or creative commons initiative or platform any Intellectual Property Rights that have use in or relate to the Field;
AND 


  

	 	(b)	 obtain prior written approval from the Company before you (i) develop, create, protect or publish
any Intellectual Property Rights that have use in or relate to the Field, or (ii) contribute to any open source or creative commons initiative or platform any Intellectual Property Rights that have use in or relate to the Field. The Company may
refuse or grant such approval in its sole discretion. Any such development or creation must not take place during work hours and must not utilise, improve on or be derived from Intellectual Property Rights of the Company or from Work Product.



  

	12.5.	 If you notify the Company in accordance with clause 12.4(a) and the Company grants written approval in
accordance with clause 12.4(b), and you comply with clause 12.4(b), the Company will not obtain ownership of any Intellectual Property Rights which were the subject of the Company’s approval. 



 

	12.6.	 You unconditionally and irrevocably assign to the Company all present and future Intellectual Property Rights
which: 


  

	 	(a)	 are in or related to the Work Product; 



 

	 	(b)	 you fail to notify the Company of in accordance with clause 13.3(a) or 12.4(a); or 



 

	 	(c)	 the Company does not grant its approval for in accordance with clause 12.4(b). 



 

	12.7.	 You acknowledge that you do not acquire any rights in respect of Intellectual Property Rights owned by the
Company by reason of your employment with the Company. 


  

	12.8.	 You must not without the Company’s prior written consent, use, duplicate, reproduce, adapt, publish or
disclose any Intellectual Property Rights owned by the Company or any Confidential Information, other than in the course of performing your Duties. Without limitation, you must not contribute any Work Product to open source or creative commons
initiatives or platforms. 


  

	12.9.	 You must not bring to the Company any work or Intellectual Property Rights that belong to a prior employer. You
warrant and guarantee that any Work Product and any rights (including Intellectual Property Rights) provided or to be provided by you to the Company, were, are and will be generated from your own effort and creation and do not copy or plagiarise any
third party design or concept and do not breach or infringe any third party rights, including Intellectual Property Rights. Without limitation, you must not use any open source or creative commons software in Work Product without the express
permission the Company. 



  
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	12.10.	 You will not personally or through the assistance of another person, directly or indirectly, commit any act
which may invalidate, jeopardise or put in dispute the Company’s title to the Intellectual Property Rights described in clause 12.6. 


  

	12.11.	 You unconditionally and irrevocably consent to the Company (and all persons authorised by the Group Entities)
doing, or omitting to do, anything which would infringe or breach your Moral Rights in the Work Product and you irrevocably waive and agree not to enforce any Moral Rights you may have in the Work Product. 



 

	12.12.	 You must execute all documents and do all acts and things the Company may reasonably request to give full
effect to the Company’s rights under this clause 12, including: 


  

	 	(a)	 executing all documents and doing all other acts and things to vest ownership in the Company of any
Intellectual Property Rights in and relating to the Work Product; 


  

	 	(b)	 executing all documents and doing all other acts and things as are necessary to secure or register in the
Company’s (or its nominee’s) name any such patent, registered design, copyright or other protection as the Company may think fit in Australia and elsewhere and to vest the protection and benefit of all rights in any such patent, registered
design, copyright or other protection in the Company (or its nominee) absolutely or as the Company may direct and to maintain such patent, registered design, copyright or other protection in force or extend its term; and 



 

	 	(c)	 giving evidence or testimony regarding your role in the creation of any Work Product. 



 

	12.13.	 You agree to appoint the Company as a power of attorney to execute any document and do any act or thing in
relation to this clause 12 in your name and on your behalf. 


  

	12.14.	 None of the Group Entities will be under any obligation to apply for or seek to obtain patent, design or other
protection in relation to any rights or property assigned to or vesting in any of the Group Entities under this Contract (including without limitation any improvements, inventions, processes, systems or designs) nor in any way to use, exploit or
seek the benefit from any of those things. 


  

	12.15.	 The obligations in this clause 12 survive termination of this Contract. 



 

	12.16.	 In this clause 12: 


  

	 	(a)	 “Duties” means the duties set out in clause 3 and the Position Description at Appendix A to this
Contract. 


  

	 	(b)	 “Group Entities” means the entities listed below, along with their subsidiaries and Related
Corporations: 


  

	 	(i)	 the Company; and 


  

	 	(ii)	 any other associated entity of the Company. 



  
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	 	(c)	 “Intellectual Property Rights” includes all rights in relation to patents, copyright registered
designs, registered and unregistered trade marks, trade secrets, know-how, all other intellectual property as defined in article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967 including without limitation
any right to register those rights, whether created before or after the date of this Contract, whether existing in Australia or any other country, and in all cases for the duration of those rights. 



 

	 	(d)	 “Field” means software and hardware solutions for the electric vehicle industry.



  

	 	(e)	 “Moral Rights” means: 



 

	 	(iii)	 a right of attribution or authorship; 



 

	 	(iv)	 a right not to have authorship falsely attributed; 



 

	 	(v)	 a right of integrity of authorship; or 



any other similar rights arising under statute, including the Copyright Act 1986 (Cth) or any other law including any law outside of
Australia. 
  

	 	(f)	 “Related Corporation” means a related corporation (as defined by the Corporations Act 2001
(Cth) (as amended or replaced from time to time) of the Company. 


  

	 	(g)	 “Work Product” means any works that you create, and the results and products of all work you perform,
whether alone or with others, whether during or outside office hours, during the period of your employment with the Company, that: 


  

	 	(i)	 are within the scope of your employment with the Company or are part of your Duties; 



 

	 	(ii)	 are created at Company facilities or using Company property; 



 

	 	(iii)	 are created, based upon, using or improving Company Intellectual Property Rights; 



 

	 	(iv)	 are applicable, relevant or potentially applicable to the business for the time being carried on by any of the
Group Entities; or 


  

	 	(v)	 you provide to the Company as your work, 



and includes without limitation ideas, inventions, discoveries, literary works, models, designs, images, logos, drawings, plans, software,
algorithms and reports. 
  

	13.	 AGREEMENT NOT TO SOLICIT EMPLOYEES, CUSTOMERS AND SUPPLIERS 



 

	13.1	 The Employee covenants that during their employment and following termination of their , employment, for the
time periods specified in Item 17 of Schedule A, the Employee will not: 


  

	 	(a)	 solicit, interfere with, or entice or endeavour to entice away from the Company or any Related Corporation of
the Company anyone who was at the time during the 12 month period immediately prior to the termination of the Employee’s employment, an employee of, contractor to, or agent of the Company or any Related Corporation of the Company and with whom
the Employee had dealings; 



  
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	 	(b)	 canvass, solicit or endeavour to entice away from the Company or any Related Corporation of the Company any of
the Company’s or any Related Corporation of the Company’s Clients or Suppliers (including any person in the process of being engaged as a Client or Supplier) and with whom the Employee had dealings or of whom the Employee had knowledge of
during the 12 months immediately prior to the termination of the Employee’s employment; 


  

	 	(c)	 perform work for, including without limitation as an employee, either directly or indirectly for any of the
Company’s or any Related Corporation of the Company’s Clients or Suppliers (including any person in the process of being engaged as a Client or Supplier) and with whom the Employee had dealings or of whom the Employee had knowledge of
during the 12 months immediately prior to the termination of the Employee’s employment; 


  

	 	(d)	 counsel, procure or otherwise assist any person to do any of the acts referred to in sub-clauses (a), (b) and (c) above. 


  

	13.2	 This clause 12.1 will be construed and have effect as if they were a number of separate sub-clauses which result from combining each sub-clause of 13.1 and Item 17 of Schedule A. Each resulting sub-clause is
severable from each other resulting sub-clause and if any one of the separate sub-clauses (or parts thereof) shall be invalid or unenforceable for any reason, such
invalidity or unenforceability will not affect the validity or enforceability of the other separate sub-clauses (or parts thereof). 



 

	13.3	 The Employee agrees that each of the restraint obligations imposed by this clause: 



 

	 	(a)	 are reasonable; 


  

	 	(b)	 prevents untoward damage and loss to the Company and any Related Corporation of the Company;



  

	 	(c)	 extends no further (in any respect) than is reasonably necessary; 



 

	 	(d)	 has been duly compensated to the Employee by the Company; and 



 

	 	(e)	 is to reasonably protect the Company’s and any Related Corporation’s assets and liabilities and
management strategies. 


  

	13.4	 The Employee’s promises set forth in this clause 12.1 are reasonable and necessary to protect and preserve
the business of the Company and any Related Corporation of the Company. The Employee acknowledges that irreparable loss and damage will be suffered by the Company and any Related Corporation of the Company should the Employee breach any of their
promises set out herein. The Employee accordingly, agrees and consents that, in addition to all the remedies provided at law or in equity, the Company and any associated entities of the Company shall be entitled to temporary and permanent
injunctions to prevent a breach or contemplated breach of any of the terms and conditions of this clause. 



  
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	13.5	 For the purposes of this clause 12.1: 



 

	 	(a)	 “Clients” means any natural person or persons, partnership, association or corporate who at any time
during this Contract were or are a Client or Customer of the Company or any Related Corporation. 


  

	 	(b)	 “Intellectual Property” has the meaning set out in clause 12. 



 

	 	(c)	 “Related Corporation” means a related corporation (as defined by the Corporations Act 2001
(Cth) (as amended or replaced from time to time) of the Company. 


  

	 	(d)	 “Supplier” means any natural person or persons, partnership, association or corporate who at any time
during this Contract supplied any products of services to the Company or any Related Corporation. 


  

	14.	 AGREEMENT NOT TO COMPETE 



 

	14.1.	 The Employee covenants with the Company that the Employee will not, whether individually or as principal,
agent, partner, joint venture, shareholder (except as shareholder in a company whose shares are quoted on an Australian Stock Exchange) directly or indirectly without the previous consent, in writing, of the Company be concerned or interested or
employed in a Competing Business, or manage or operate or participate in the management or operation of any activities of a Competing Business or which are or are likely to be in competition with the Company during the Employee’s employment,
and for the periods specified in Item 18 of Schedule A and in the areas specified in Item 19 of Schedule A, and the Employee covenants at the time of the termination of this Contract or during any such period thereof.



  

	14.2.	 The Employee will not, for the duration of this term of this contract, on or before the Max Term Expiry Date
(Item 6 of Schedule A), be appointed as, consult or be employed as a Chief Financial Officer, Head of Finance, GM of Finance or Chief Executive Officer. This is in consideration of the Share Loan Forgiveness (totalling $1,484,791) that the
Company, subject to Shareholder vote, will make to the Employee. 


  

	14.3.	 This clause 14 shall have effect as if it were a number of separate clauses each one being severable from the
others, such separate clauses consisting of the covenants set out in clause 14.1 combined with each separate period referred to in Item 18 of Schedule A combined with each separate area referred to in Item 19 of Schedule A and if any
of the separate clauses shall be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other separate clause. 



 

	14.4.	 The Employee agrees that each of the restraint obligations imposed by this clause: 



 

	 	(a)	 are reasonable; 


  

	 	(b)	 prevents untoward damage and loss to the Company and any Related Corporation of the Company;



  

	 	(c)	 extends no further (in any respect) than is reasonably necessary; 



 

	 	(d)	 has been duly compensated to you by the Company; and 



  
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	 	(e)	 is to reasonably protect the Company’s and any Related Corporation of the Company’s assets and
liabilities and management strategies. 


  

	14.5.	 The Employee’s promises set forth in this clause 14 are reasonable and necessary to protect and preserve
the business of the Company and any associated entities of the Company. The Employee acknowledges that irreparable loss and damage will be suffered by the Company and any Related Corporation of the Company should the Employee breach any of their
promises set out herein. The Employee accordingly, agrees and consents that, in addition to all the remedies provided at law or in equity, the Company and any associated entities of the Company shall be entitled to temporary and permanent
injunctions to prevent a breach or contemplated breach of any of the terms and conditions of this clause. 


  

	14.6.	 For the purposes of this clause 14: 



 

	 	(a)	 “Competing Business” means any business, organisation or enterprise in the industry specified in
Item 20 of Schedule A that offers services of a similar nature to the services provided by the Company or any Related Corporation. 


  

	 	(b)	 “Related Corporation” means a related corporation (as defined by the Corporations Act 2001
(Cth) (as amended or replaced from time to time) of the Company. 


  

	15.	 POLICIES AND PROCEDURES 



 

	15.1.	 Your acceptance of this Contract indicates that you also agree to the terms contained in all policies and
procedures of the Company as advised and amended from time to time. The Company’s policies and procedures do not however, form part of this Contract and are not binding on the Company. 



 

	15.2.	 Where a policy or procedure refers to obligations the Company has, those obligations are not terms of this
Contract, rather they are guidelines only. The Company may observe, vary or disregard at its sole discretion the guidelines, having regard to the Company’s operational requirements and/or legal obligations from time to time.



  

	16.	 HEALTH AND SAFETY 



 

	16.1.	 You are required to perform your duties in a safe manner, ensuring that you do not undertake any activity which
may cause injury to yourself, clients or your co-workers. This includes following health and safety requirements, guidelines and procedures as instructed by your Manager. Should you have an injury at work or
see damaged equipment, you must immediately advise your Manager. 


  

	17.	 MEDICAL CHECKS 



 

	17.1.	 The Company at all times reserves the right to direct you, at the Company’s expense to undergo a medical
examination from a medical practitioner nominated by the Company and reasonably agreed to by the Employee, where the Company has reasonable cause to suspect a medical condition that may compromise the performance of your duties or fitness to work,
or the Company’s legal obligations under any legislation or at Common Law. 



  
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	18.	 OTHER EMPLOYMENT 



 

	18.1.	 Except with the express written consent of the Company, you will not, during your employment with the Company,
directly or indirectly be concerned in any other employment, business, interest, non-public shareholding or position which may constitute a conflict of interest to that of the Company or affect your ability to
carry out your duties or responsibilities under this Contract. 


  

	18.2.	 You are required to notify the Company of any employment, business, interest,
non-public shareholding or position you have or desire to take up outside of your employment with the Company. 


  

	19.	 SECURITY & SURVEILLANCE 



 

	19.1.	 The Company may, at any, time monitor your use of the Company’s systems, including but not limited to
material stored, the use of phone, internet and email systems in accordance with the Company’s policies as amended from time to time. 


  

	20.	 ACKNOWLEDGEMENT 



 

	20.1.	 You acknowledge you have read and understood the contents of this Contract and have had the opportunity to seek
independent advice in relation to this Contract before signing. 


  

	21.	 VARIATION 


  

	21.1.	 No addition, variation or modification of any provision of this Contract will be of any force or effect unless
agreed to in writing and signed by you and the Company. 


  

	22.	 GOVERNING LAW OF THE CONTRACT 



 

	22.1.	 This Contract will be governed by and interpreted in accordance with the laws of the State/Territory specified
in Item 21 of Schedule A and both parties submit to the non-exclusive jurisdiction of the Courts and Tribunals of the State/Territory specified in Item 21 of Schedule A 



 

	23.	 SEVERABILITY 


  


	23.1.	 Any provision of this Contract (or part thereof) which is or becomes illegal, void or unenforceable will be
ineffective to the extent only of such illegality, voidness or unenforceability and will not invalidate the remaining provisions. 


  

	24.	 ENTIRETY OF THE CONTRACT 



 

	24.1.	 This Contract (including any Schedules or Annexures attached to this Contract) is the entire agreement of the
parties in relation to your employment. All prior representations, warranties, etc. are merged and superseded by this Contract. 



  
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	SIGNED by Michael Hipwood in the presence of:	 	            	  	
			
	 /s/ Michelle Lofthouse
	 		  	 /s/ Michael Hipwood

	 Signature of Witness
	 		  	Michael Hipwood
			
	Michelle Lofthouse	 		  	Date September 17, 2021
	Name of Witness (BLOCK LETTERS)	 		  	

  

			
	SIGNED by Jane Hunter for and on behalf of	  	
	TRITIUM PTY LTD ACN 095 500 280
		  	 /s/ Jane Hunter

		  	Jane Hunter
		  	Chief Executive Officer
		
		  	Date 09/16/21


  
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 SCHEDULE A 
  

					
	Item	  		  	
			
	1.	  	Employer	  	Tritium Pty Ltd ACN 095 500 280
			
	2.	  	Employee	  	Michael Hipwood
			
	3.	  	 Position
 (clause 1.1)
	  	Chief Financial Officer from 15 September 2021 until appointment of a new CFO, then Vice President Operations Finance
			
	4.	  	 Reports To
 (clause 1.2)
	  	Chief Executive Officer initially followed by the Chief Financial Officer to be appointed.
			
	5.	  	 Maximum Term Commencement Date
 (clause
1.3)
	  	15 September 2021
			
	6.	  	 Maximum Term Expiry Date
 (clause 1.3)
	  	14 September 2022
			
	7.	  	 Employment Status
 (clause 1.8)
	  	Full-Time
			
	8.	  	 Applicable Legislation
 (clause 1.9)
	  	Fair Work Act 2009 (Cth) (as amended from time to time)
			
	9.	  	 Probation Period
 (clause 2.1)
	  	Not applicable
			
	10.	  	Location (clause 5.1)	  	48 Miller Street, Murarrie
			
	11.	  	 Remuneration
 (clause 6.1)
	  	$273,685 (gross) per annum, exclusive of Superannuation
			
	12.	  	 Other Benefits
 (clause 6.7)
	  	 $15,000 pa Vehicle Allowance or provision of an Electric Vehicle (Tesla) for use during the term of the contract.

 
 This provision is conditional on serving out the full term of this contract up to and
including the Maximum Term Expiry Date. Early termination prior to the Maximum Term Expiry Date by way of resignation by the Employee or termination by the Company for cause will result in the Employee owing to the Company a debt in the amount of
$15,000 per annum, pro rata based on the elapsed period of the contract. The debt can be recovered by the Company as a liquidated demand.



  
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	Item	  		  	
		  		  	  
 One-time bonus of AUD $100,000
payable on the Maximum Term Expiry Date conditional on:
  

•  the Employee meeting Key Performance Indicators to be set by 30 December 2021; and

 
 •  the Employee having been
continuously employed by the Company from the Maximum Term Commencement Date to the Maximum Term Expiry Date.
  

Should the contract be terminated by the Company prior to the Maximum Term Expiry Date the Company will pay the
pro-rata bonus entitlement to the Employee commensurate with the performance against the KPI’s.

			
	13.	  	 Hours of Work
 (clause 7.1)
	  	 1.  As a full-time employee, your hours of work will be an average of 38 ordinary hours
per week to be worked between 8:30am to 5:00pm from Monday to Friday averaged over a 26 week period in accordance with the Applicable Legislation. However, due to the nature of the Company’s business and your Position, you acknowledge and agree
that in addition to this, you may also be required to perform reasonable additional hours from time to time, including work on weekends and late nights.
  

2.  As your annual remuneration has been set at a level that takes into account your ordinary hours and
any additional hours you may be required to perform your duties; you are not entitled to any additional payment or benefit for overtime or any other work performed in addition to your ordinary hours.



  
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	Item	  		  	
			
	14.	  	 Annual Leave Loading
 (Clause 8.1(b))
	  	You are not entitled to annual leave loading.
			
	15.	  	 Remuneration Acknowledgment
 (clause
6.8)
	  	 High Income Guarantee
  

(a)   In light of the level of your remuneration, you acknowledge that:

 
 (i) your employment may otherwise be, but
for this Contract, covered by a Modern Award;
  

(ii)  this Clause of the Contract is an undertaking to pay you an amount of earnings as provided under
this Contract (being in excess of the high income threshold as defined by the Applicable Legislation) in relation to the performance of work during a period of 12 months or more (“Undertaking”); and

 
 (iii)  by signing this Contract, you
accept and agree that, by accepting the Undertaking, you are no longer bound by any Modern Award.
  

(b)   You acknowledge that your remuneration otherwise includes all legal entitlements you have to
payment for the work performed and as such you are not entitled to any further payment for work performed in accordance with this Contract. You expressly agree that the Company may set off your remuneration against any entitlement you may have under
any industrial instrument to payment for work performed.

			
	16.	  	 Notice Period
 (Clause 9.2)
	  	 Notice period by the Company = 4 weeks.
  

Notice period by the Employee = Not applicable, (fixed term agreement with a maximum term expiry date).

			
	17.	  	 Time Period
 (Clause 13.1)
	  	 The time periods of the restraint referred to in clause 13.1 are:
  

(a)   six (6) months, or if that time period. is deemed invalid or unenforceable
then;



  
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	Item	  		  	
		  		  	 (b)   two (2) months, or if that time period is deemed invalid or
unenforceable then;
  

(c)   one (1) month, after the termination of this Contract.

			
	18.	  	 Time Period
 (Clause 14.1)
	  	 The time periods of the restraint referred to in clause 14.1 are:
  

(a)   six (6) months, or if that time period is deemed invalid or unenforceable then;

 
 (b)   two (2) months, or
if that time period is deemed invalid or unenforceable then;
  

(c)   one (1), after the termination of this Contract.

			
	19.	  	 Area
 (Clause 14.1)
	  	 The areas of the restraint referred to in clause 14.1 are:
  

(a)   20km, or if that area is deemed invalid or unenforceable then;

 
 (b)   10km, or if that area is
deemed invalid or unenforceable then;.
  

(c)   5km.

			
	20.	  	 Industry
 (clause 14.6)
	  	EV Charging
			
	21.	  	 State/Territory
 (clause 22.1)
	  	Queensland


  
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 SCHEDULE B: POSITION DESCRIPTION 

Vice President - Operations Finance 

The Role: 
  

	 	•	 	 Provision of commercial and finance leadership to the CEO, CFO and the Senior Management Team.



  

	 	•	 	 Full accountability for Groupwide IFRS compliant financial reporting, working capital management and
responsibility for robust internal controls and risk management. 


  

	 	•	 	 Planning and budgeting function for the group including monthly forecasting, annual budgets and three-year
financial plans. 


  

	 	•	 	 Delivery of continuously improving insightful performance reporting to the Board, CEO, CFO and Senior Management
Team. Assist the development of qualitative as well as quantitative KPI reporting to aid in understanding performance and delivery against strategic objectives. 



 

	 	•	 	 Provision of strategic input into the growth and development of the Group to drive improved organizational
performance and commercial decision making. 


  

	 	•	 	 Treasury management and effective cashflow forecasting. Management of banking and financing relationships.



  

	 	•	 	 Overseeing the management, performance and development of the global finance team. 



 

	 	•	 	 Driving continuous improvement and strong governance in the Group’s recently installed NetSuite ERP system.



  

	 	•	 	 Implementing a comprehensive cost accounting regime in order to monitor and track key manufacturing
KPI’s. 


 Environmental, Health & Safety requirements 

In the interest of personal safety, all employees have an obligation to: 
  

	 	•	 	 Comply with all safe work practices, rules, procedures and instructions with the intent of avoiding injury to
themselves and others, damage to plant or equipment and environmental pollution. 


  

	 	•	 	 Take reasonable care for the health and safety of themselves and others. 



 

	 	•	 	 Wear personal protective equipment and clothing where required. 



 

	 	•	 	 Comply with any reasonable direction given by Management for environmental, health and safety.



  

	 	•	 	 Not misuse or interfere with any environmental or health and safety equipment provided. 



 

	 	•	 	 Report all near misses, accidents and incidents on the job immediately. 



 

	 	•	 	 Report all known or observed hazards to their Supervisor or Manager immediately. 



  
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