GBS(INBS) - 2025 Q3 - Quarterly Results

INTELLIGENT BIO SOLUTIONS INC. 2019 Long Term Incentive Plan Purpose and Definitions This section defines the plan's purpose to incentivize key personnel and provides detailed definitions for critical terms - The plan's purpose is to offer long-term incentive awards to key personnel whose contributions are important to the success of the Company and its subsidiaries[2] - A "Change of Control" is defined as the acquisition of more than 50% of the company's stock value or voting power by a person or group[7] - "Fair Market Value" is generally defined as the last sale price of the Common Stock on a national securities exchange on a given date[11] Plan Administration This section details the plan's administration by the Board or a Committee, granting authority over awards while prohibiting option repricing - The plan is administered by the Board or a Committee of at least two "non-employee" directors[22] - The Committee has the authority to grant Stock Options, Stock Appreciation Rights (SARs), Restricted Stock, Restricted Stock Units (RSUs), and Other Stock-Based Awards[23] - The Committee is explicitly prohibited from modifying outstanding Options or SARs to reduce their exercise price or canceling them in exchange for cash or a new award with a lower exercise price[24] - Awards to any single non-employee director are limited to a maximum of 50,000 shares of Common Stock in any given year[26] Stock Subject to the Plan This section specifies total shares reserved, outlines adjustments for capitalization changes, and allows substitute awards in mergers Share Pool Information | Share Pool Information | Value | | :--- | :--- | | Total Shares Reserved | 1,300,000 | - Forfeited or terminated awards will have their shares returned to the available pool for future grants. However, shares used to pay the exercise price or satisfy tax withholding obligations will not be returned to the pool[28] - In the event of stock dividends, splits, or other capitalization changes, the Committee has the authority to equitably adjust awards to prevent dilution or enlargement of benefits[29] Eligibility This section defines eligibility for awards, including employees, officers, directors, and consultants, while restricting Incentive Stock Options (ISOs) to employees - Eligible participants include employees, officers, directors, and consultants of the Company or its Subsidiaries[32] - Incentive Stock Options (ISOs) are restricted to employees of the Company, its Parent, or its Subsidiaries[32] Stock Options This section details terms for ISOs and NQSOs, including maximum terms, minimum exercise prices, and rules for exercise and termination - The plan allows for the grant of both Incentive Stock Options (ISOs) and Non-qualified Stock Options (NQSOs)[33] Option Term & Price Rules | Option Term & Price Rules | Condition | | :--- | :--- | | Maximum Term | | | Standard Option | 10 years from grant date | | ISO for 10% Shareholder | 5 years from grant date | | Minimum Exercise Price | | | Standard Option | 100% of Fair Market Value at grant | | ISO for 10% Shareholder | 110% of Fair Market Value at grant | - Upon termination, vested options generally remain exercisable for a limited period: one year for death or disability, and three months for other terminations without cause, unless specified otherwise in the award agreement[41][42][44] - The aggregate Fair Market Value of shares for which ISOs become exercisable for the first time in a calendar year cannot exceed $100,000 per holder[45] Stock Appreciation Rights (SARs) This section describes Stock Appreciation Rights (SARs), which can be standalone or tandem awards, allowing holders to receive stock value appreciation settled in cash or shares - SARs can be granted in tandem with an option or as a standalone award[48] - Upon exercise, the holder receives the SAR Value, which is the excess of the Fair Market Value on the exercise date over the grant date price. Settlement can be in cash or Common Stock[19][51] Restricted Stock and Restricted Stock Units (RSUs) This section details Restricted Stock and RSU grants, outlining voting rights, forfeiture conditions, and settlement terms, including potential dividend equivalents - Holders of Restricted Stock have voting rights, but the company retains custody of the certificates and any dividends during the restriction period. Unvested stock is forfeited[55][56] - Holders of RSUs have no stockholder rights until the shares are delivered upon settlement. The Committee may grant dividend equivalents on RSUs[58][59] Other Stock-Based Awards This section grants the Committee flexibility to issue other Common Stock-referenced awards, including performance-based types, to meet diverse compensation needs - The Committee can grant various other awards denominated or payable in, or valued by reference to, Common Stock, including performance-based awards[60] Accelerated Vesting and Exercisability This section outlines award treatment during a Change of Control, detailing immediate vesting for unapproved changes and Committee discretion for approved transactions - In a Change of Control not approved by the Board, all outstanding awards will fully and immediately vest[62] - In an approved Change of Control or Asset Sale, the Committee has discretion to accelerate vesting, require holders to relinquish awards for their Repurchase Value, or terminate awards[63] Amendment and Termination This section grants the Board authority to amend or terminate the plan, provided existing award rights are not impaired without consent - The Board may amend or terminate the plan, but cannot impair a holder's existing rights without their consent[65] - Shareholder approval is required for amendments where mandated by the Code, other laws, or stock exchange listing requirements[65] Term of Plan This section establishes the plan's effective date prior to IPO and limits new Incentive Stock Option (ISO) grants to a ten-year period - The plan's effective date is the day immediately prior to the consummation of the Company's initial public offering (IPO)[66] - The granting of Incentive Stock Options (ISOs) is only permitted during the ten-year period beginning on the Effective Date[67] General Provisions This section covers various legal and administrative aspects, including clawback clauses, tax withholding, data privacy, Section 409A compliance, and governing law - The Committee may require a holder to return the economic value of an award if, within 12 months of termination, the holder competes with the company, solicits customers/employees, or discloses confidential information[71] - The holder is responsible for paying all applicable withholding taxes, and the Company can require payment arrangements before issuing shares. Payment can be made with stock from the award if permitted[84] - Awards are subject to clawback as required by any law, government regulation, or stock exchange listing requirement[85] - The plan and all awards are governed by the laws of the State of Delaware[86] - The plan is intended to comply with or be exempt from Section 409A of the Code, and the Committee can amend the plan or awards to ensure compliance[91]