|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 SMX (Security Matters) plc 20-F 12/31/22 140:21M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 3.79M
Non-Canadian Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 99K
Liquidation or Succession
3: EX-4.10 Instrument Defining the Rights of Security Holders HTML 173K
4: EX-4.33 Instrument Defining the Rights of Security Holders HTML 209K
5: EX-4.34 Instrument Defining the Rights of Security Holders HTML 56K
6: EX-4.35 Instrument Defining the Rights of Security Holders HTML 56K
7: EX-4.36 Instrument Defining the Rights of Security Holders HTML 56K
8: EX-4.37 Instrument Defining the Rights of Security Holders HTML 58K
9: EX-4.38 Instrument Defining the Rights of Security Holders HTML 56K
10: EX-4.39 Instrument Defining the Rights of Security Holders HTML 56K
11: EX-4.40 Instrument Defining the Rights of Security Holders HTML 56K
12: EX-4.41 Instrument Defining the Rights of Security Holders HTML 56K
13: EX-4.42 Instrument Defining the Rights of Security Holders HTML 56K
14: EX-4.43 Instrument Defining the Rights of Security Holders HTML 56K
15: EX-4.44 Instrument Defining the Rights of Security Holders HTML 73K
16: EX-4.45 Instrument Defining the Rights of Security Holders HTML 58K
17: EX-4.46 Instrument Defining the Rights of Security Holders HTML 38K
18: EX-4.47 Instrument Defining the Rights of Security Holders HTML 40K
19: EX-4.48 Instrument Defining the Rights of Security Holders HTML 40K
20: EX-4.49 Instrument Defining the Rights of Security Holders HTML 40K
21: EX-4.50 Instrument Defining the Rights of Security Holders HTML 39K
22: EX-4.51 Instrument Defining the Rights of Security Holders HTML 39K
23: EX-4.52 Instrument Defining the Rights of Security Holders HTML 40K
24: EX-4.53 Instrument Defining the Rights of Security Holders HTML 40K
25: EX-4.54 Instrument Defining the Rights of Security Holders HTML 39K
26: EX-4.55 Instrument Defining the Rights of Security Holders HTML 38K
27: EX-4.56 Instrument Defining the Rights of Security Holders HTML 46K
28: EX-4.57 Instrument Defining the Rights of Security Holders HTML 38K
29: EX-4.58 Instrument Defining the Rights of Security Holders HTML 49K
30: EX-4.59 Instrument Defining the Rights of Security Holders HTML 49K
31: EX-4.60 Instrument Defining the Rights of Security Holders HTML 40K
32: EX-4.61 Instrument Defining the Rights of Security Holders HTML 50K
33: EX-4.62 Instrument Defining the Rights of Security Holders HTML 77K
34: EX-4.63 Instrument Defining the Rights of Security Holders HTML 35K
39: EX-13.1 Annual or Quarterly Report to Security Holders HTML 35K
40: EX-13.2 Annual or Quarterly Report to Security Holders HTML 35K
35: EX-11.1 Statement re: the Computation of Earnings Per HTML 102K
Share
36: EX-11.2 Statement re: the Computation of Earnings Per HTML 116K
Share
37: EX-12.1 Statement re: the Computation of Ratios HTML 39K
38: EX-12.2 Statement re: the Computation of Ratios HTML 39K
41: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 400K
47: R1 Cover HTML 121K
48: R2 Consolidated Statements of Financial Position HTML 115K
49: R3 Consolidated Statements of Comprehensive Loss HTML 92K
50: R4 Consolidated Statements of Changes In Equity HTML 69K
51: R5 Consolidated Statements of Cash Flows HTML 99K
52: R6 General HTML 50K
53: R7 Significant Accounting Policies HTML 149K
54: R8 Critical Accounting Estimates and Judgements HTML 45K
55: R9 Other Current Assets HTML 52K
56: R10 Property and Equipment, Net HTML 227K
57: R11 Convertible Note HTML 44K
58: R12 Investments in Associated Companies HTML 76K
59: R13 Intangible Assets, Net HTML 119K
60: R14 Leases HTML 100K
61: R15 Other Payables HTML 56K
62: R16 Borrowings From Related Parties HTML 62K
63: R17 Bridge Loans and Derivative Financial Liability HTML 72K
64: R18 Shareholders? Equity HTML 184K
65: R19 Research and Development Expenses, Net HTML 65K
66: R20 General and Administrative Expenses HTML 65K
67: R21 Taxes on Income HTML 65K
68: R22 Loss Per Share HTML 56K
69: R23 Related Parties HTML 76K
70: R24 Government Grants HTML 50K
71: R25 Controlled Entities HTML 57K
72: R26 Commitments and Contingent Liabilities HTML 53K
73: R27 Financial Instruments and Risk Management HTML 136K
74: R28 Fair Value Measurement HTML 70K
75: R29 Subsequent Events HTML 83K
76: R30 Significant Accounting Policies (Policies) HTML 199K
77: R31 Significant Accounting Policies (Tables) HTML 44K
78: R32 Other Current Assets (Tables) HTML 49K
79: R33 Property and Equipment, Net (Tables) HTML 224K
80: R34 Investments in Associated Companies (Tables) HTML 48K
81: R35 Intangible Assets, Net (Tables) HTML 115K
82: R36 Leases (Tables) HTML 98K
83: R37 Other Payables (Tables) HTML 53K
84: R38 Borrowings From Related Parties (Tables) HTML 51K
85: R39 Shareholders? Equity (Tables) HTML 124K
86: R40 Research and Development Expenses, Net (Tables) HTML 64K
87: R41 General and Administrative Expenses (Tables) HTML 62K
88: R42 Taxes on Income (Tables) HTML 61K
89: R43 Loss Per Share (Tables) HTML 53K
90: R44 Related Parties (Tables) HTML 76K
91: R45 Government Grants (Tables) HTML 44K
92: R46 Controlled Entities (Tables) HTML 53K
93: R47 Financial Instruments and Risk Management (Tables) HTML 125K
94: R48 Fair Value Measurement (Tables) HTML 67K
95: R49 General (Details Narrative) HTML 43K
96: R50 Schedule of Depreciation Rates of Property, Plant HTML 44K
and Equipment (Details)
97: R51 Schedule of Other Current Assets (Details) HTML 47K
98: R52 Schedule of Other Receivables (Details) HTML 38K
(Parenthetical)
99: R53 Schedule of Property, Plant and Equipment HTML 91K
(Details)
100: R54 Convertible Note (Details Narrative) HTML 60K
101: R55 Schedule of Information About Consolidated HTML 44K
Structured Entities (Details)
102: R56 Investments in Associated Companies (Details HTML 72K
Narrative)
103: R57 Summary of Intangible Assets Net (Details) HTML 70K
104: R58 Intangible Assets, Net (Details Narrative) HTML 46K
105: R59 Schedule of Right of Use Assets (Details) HTML 52K
106: R60 Schedule of Lease Liability (Details) HTML 52K
107: R61 Schedule of Carrying Amounts of Lease Liabilities HTML 45K
Recognized in Profit or Loss (Details)
108: R62 Leases (Details Narrative) HTML 40K
109: R63 Schedule of Other Payables (Details) HTML 50K
110: R64 Schedule of Borrowings From Related Parties HTML 46K
(Details)
111: R65 Borrowings From Related Parties (Details HTML 53K
Narrative)
112: R66 Bridge Loans and Derivative Financial Liability HTML 120K
(Details Narrative)
113: R67 Schedule of Ordinary Shares (Details) HTML 43K
114: R68 Schedule of Share Option Granted (Details) HTML 55K
115: R69 Schedule of Options to Employees Outstanding HTML 71K
(Details)
116: R70 Shareholders? Equity (Details Narrative) HTML 135K
117: R71 Schedule of Research and Development Expense HTML 60K
(Details)
118: R72 Schedule of General and Administrative Expenses HTML 58K
(Details)
119: R73 Schedule of Components of Income Tax Expense HTML 54K
(Details)
120: R74 Schedule of Components of Income Tax Expense HTML 37K
(Details) (Parenthetical)
121: R75 Taxes on Income (Details Narrative) HTML 39K
122: R76 Schedule of Loss Per Share (Details) HTML 48K
123: R77 Schedule of Key Management Personnel (Details) HTML 53K
124: R78 Schedule of Balance With Related Parties (Details) HTML 56K
125: R79 Schedule of Government Grants (Details) HTML 41K
126: R80 Government Grants (Details Narrative) HTML 40K
127: R81 Schedule of Assets and Liabilities (Details) HTML 48K
128: R82 Commitments and Contingent Liabilities (Details HTML 73K
Narrative)
129: R83 Schedule of Foreign Currency Risk (Details) HTML 52K
130: R84 Schedule of Sensitivity Analysis Profit and Other HTML 40K
Equity (Details)
131: R85 Schedule of Financial Assets and Impact of Credit HTML 49K
Exposure (Details)
132: R86 Schedule of Undiscounted Financial Liabilities HTML 67K
(Details)
133: R87 Schedule of Unobservable for Assets or Liability HTML 49K
(Details)
134: R88 Schedule of Ordinary Shares (Details) HTML 34K
(Parenthetical)
135: R89 Subsequent Events (Details Narrative) HTML 258K
138: XML IDEA XML File -- Filing Summary XML 207K
136: XML XBRL Instance -- form20-f_htm XML 3.22M
137: EXCEL IDEA Workbook of Financial Reports XLSX 218K
43: EX-101.CAL XBRL Calculations -- smx-20221231_cal XML 232K
44: EX-101.DEF XBRL Definitions -- smx-20221231_def XML 1.33M
45: EX-101.LAB XBRL Labels -- smx-20221231_lab XML 1.22M
46: EX-101.PRE XBRL Presentations -- smx-20221231_pre XML 1.33M
42: EX-101.SCH XBRL Schema -- smx-20221231 XSD 268K
139: JSON XBRL Instance as JSON Data -- MetaLinks 379± 564K
140: ZIP XBRL Zipped Folder -- 0001493152-23-014803-xbrl Zip 3.69M
Exhibit 4.45
SMX (Security Matters) Public Limited Company
2022 Incentive Equity Plan
RSU AWARD AGREEMENT
SMX (Security Matters) Public Limited Company, a public limited company incorporated in Ireland with registered number 722009, or any successor thereto (the “Company”), pursuant to the terms of the SMX Public Limited Company 2022 Incentive Equity Plan (the “Plan”) and the RSU Award attached to this RSU Award Agreement, hereby grants to the individual named below the right to receive the number of shares of the Company’s Shares on a deferred basis, also as is set forth below. The terms of this RSU Award Agreement are subject to all of the provisions of the Plan and the attached RSU Award, with such provisions being incorporated herein by reference.
| 1. | Grant Date: | _____________________ |
| 2. | Name of Grantee: | _____________________ |
| 3. | Number of RSUs: | _____________________ (each Unit representing one Share) |
| 4. | Time Vesting of RSUs: |
| Vesting Date | No. of Units Vested | |
| 5. | Performance Vesting of RSUs: [INSERT IF DESIRED – AND STATE WHETHER BOTH TIME VESTING AND PERFORMANCE VESTING REQUIREMENTS MUST BE MET] |
| 6. | Settlement of Vested RSUs: in [cash][Shares] |
| 7. | Date(s) or Event(s) of Distribution of [cash][Shares] underling Vested RSUs: |
| A. | Within 60 days following the Vesting Date (with the actual distribution date within such period being determined by the Committee in its sole and absolute discretion). | |
| B. | On [DATE][DATES] | |
| C. | Within 60 days following the first to occur of: |
| I. | The date of the Grantee’s death. | |
| II. | The date of the Grantee’s Separation from Service |
1000156 Page 1 of 6 |
(with the actual distribution date within such period being determined by the Committee in its sole and absolute discretion).
The Grantee acknowledges receipt of, and understands and agrees to be bound by, all of the terms of this RSU Award Agreement, the attached RSU Award and the Plan, and that the terms thereof supersede any and all other written or oral agreements between the Grantee and the Company regarding the subject matter contained herein.
| SMX (Security Matters) PLC: | Grantee: | ||
| By: | |||
| Title: | Date: | ||
| Date: | |||
| Page 2 of 6 |
RESTRICTED STOCK UNIT AWARD
THIS AGREEMENT made as of the grant date set forth in Section 1 of the RSU Award Agreement to which this Agreement is attached (the “Grant Date”) between SMX (Security Matters) Public Limited Company, a public limited company incorporated in Ireland with registered number 722009, or any successor thereto (the “Company”), and the individual identified in Section 2 of the RSU Award Agreement to which this Agreement is attached (the “Grantee”).
W I T N E S S E T H:
WHEREAS, the Company has adopted the SMX Public Limited Company 2022 Incentive Equity Plan (the “Plan”); and
WHEREAS, the Plan’s administrative committee (the “Committee”) has authorized the grant of RSUs to the Grantee as of the date of this Agreement, in order that the Grantee will have a further incentive for remaining with and increasing his or her efforts on behalf of the Company; and
WHEREAS, this Agreement is prepared in conjunction with and under the terms of the Plan, which are incorporated herein and made a part hereof by reference; and
WHEREAS, the Grantee has accepted the grant of RSUs and has agreed to the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Grant of Award. The Company hereby grants to the Grantee as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his services, an award of that number of RSUs (as set forth in Item 3 of the RSU Award Agreement to which this Agreement is attached) on the date hereof, subject to all of the terms and conditions in this Agreement and the Plan. Each grant of RSUs grants to the Grantee the right to receive Shares (at the rate of one Share for each RSU), or, if set forth in the RSU Award Agreement, cash, pursuant to the schedule set forth in Item 7 of the RSU Award Agreement to which this Agreement is attached (but only to the extent such RSUs are then-vested, as set forth in Sections 2, 3, 4 and 5, below).
2. Restrictions on RSUs. Except as otherwise provided in this Agreement, the restrictions on the RSUs shall lapse in such amounts and upon such dates as set forth in Item 4][Items 4 and 5] of the RSU Award Agreement to which this Agreement is attached.
3. Committee Discretion to Accelerate Vesting. The Committee may decide, in its absolute discretion, to accelerate the lapse of any restrictions on the balance, or some lesser portion of the balance, of the RSUs at any time. If so accelerated, such restrictions shall be considered to have lapsed as of the date specified by the Committee.
| Page 3 of 6 |
4. Forfeiture. As of the date of Grantee’s Separation from Service [for any reason] [for any reason other than [death] [Disability][involuntary termination other than for Detrimental Conduct]] the RSUs as to which the restrictions described in Section 2, above, have not lapsed (either by satisfaction of such restrictions or by action of the Committee pursuant to the provisions of Section 3) shall thereupon be forfeited. Furthermore, the Grantee shall forfeit his or her rights to all of the RSUs granted hereunder and in the RSU Award Agreement immediately upon the date he or she engages in any act or omission included in the definition of Detrimental Conduct.
5. Continuous Service Required. The restrictions placed on the RSUs, as described in Section 2 hereof, shall not lapse in accordance with any of the provisions of this Agreement unless the Grantee shall have been in continuous Service from the Grant Date until the date such lapse occurs.
6. Withholding of Taxes. Notwithstanding anything in this Agreement to the contrary, no certificate representing Shares (or book entry representing Shares) may be delivered to the Grantee (or entered into the Company’s books) upon the distribution date(s) set forth in Item 7 of the attached RSU Award Agreement unless and until the Grantee shall have delivered to the Company the minimum statutorily required amount of any federal, state or local income or other taxes which the Company may be required by law to withhold with respect to such Shares. [Pursuant to such procedures as may be established by the Committee in its discretion, and subject to the provisions of the Plan, the Grantee may elect to satisfy any such income tax withholding requirement by having the Company withhold Shares otherwise deliverable to the Grantee or by delivering to the Company previously acquired shares of Shares provided that the Committee, in its discretion, may disallow satisfaction of such withholding by the delivery or withholding of any shares of Shares.]
7. After the Death of the Grantee. Any delivery of Shares to be made to the Grantee under this Agreement shall, if the Grantee is then deceased, be made to the Grantee’s designated beneficiary, or if no such beneficiary survives the Grantee, his estate. Any permitted transferee must furnish the Company with (a) written notice of his status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.
8. Reservation of Shares. The Company shall at all times during the term of this Agreement reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Agreement. The Shares deliverable to the Grantee may be either previously authorized but unissued Shares or issued Shares which have been reaquired by the Company.
9. No Rights of Shareholder. Neither the Grantee nor any person claiming under or through the Grantee shall be, or have any of the rights or privileges of, a Shareholder in respect of any Shares deliverable hereunder unless and until [certificates representing such Shares shall have been issued or recorded on the records of the Company or its transfer agents or registrars, and delivered to the Grantee][the issuance of such Shares has been noted in the Company’s appropriate records].
| Page 4 of 6 |
10. Approval of Counsel. The issuance and delivery of Shares pursuant to the Plan shall be subject to approval by the Company’s counsel of all legal matters in connection therewith, including, but not limited to, compliance with the requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and the requirements of any stock exchange or automated trading medium upon which the Shares may then be listed or traded.
11. Limitation of Action. The Grantee and the Company each acknowledge that every right of action accruing to him or it, as the case may be, and arising out of or in connection with this Agreement against the Company, on the one hand, or against the Grantee, on the other hand, shall, irrespective of the place where an action may be brought, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.
12. Benefits of Agreement. This Agreement shall inure to the benefit of the Company, the Grantee and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.
13. Severability. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.
14. Service. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Grantee and the Company, (b) as a right of the Grantee to be continued in the service of the Company, or (c) as a limitation of the right of the Company to discharge the Grantee at any time, with or without cause (subject to any applicable employment agreement).
15. Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.
16. Incorporation of Terms of Plan. This Agreement and the RSU Award Agreement to which this Agreement is attached (the “RSU Award Agreement) shall be interpreted under, and subject to, all of the terms and provisions of the Plan, which are incorporated herein by reference. Except as specifically provided herein or if contrary to applicable law, in the event of any inconsistency or inconsistencies between the provisions of this Agreement, the RSU Award Agreement, the Articles of Association of the Company and the Plan, the terms of the foregoing shall control in the following order of priority: the Articles of Association, the Plan, this Agreement and the RSU Award Agreement.
17. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall apply against any party.
| Page 5 of 6 |
18. Other Rules of Construction.
(a) The headings and subheadings set forth in this Agreement are inserted for the convenience of reference only and are to be ignored in any construction of the terms set forth herein.
(b) Wherever applicable, the neuter, feminine or masculine pronoun as used herein shall also include the masculine or feminine, as the case may be. Furthermore, where appropriate, the singular shall refer to the plural and vice versa.
(c) The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection, Section, Schedule, Appendix or Exhibit references are to this Agreement unless otherwise specified.
(d) The term “including” is not limiting and means “including without limitation.”
(e) References in this Agreement to any statute or statutory provisions include a reference to such statute or statutory provisions as from time to time amended, modified, reenacted, extended, consolidated or replaced (whether before or after the date of this Agreement) and to any subordinate legislation made from time to time under such statute or statutory provision.
(f) References to this Agreement or to any other document include a reference to this Agreement or to such other document as varied, amended, modified, novated or supplemented from time to time.
(g) References to “writing” or “written” include any non-transient means of representing or copying words legibly, including by facsimile or electronic mail.
(h) References to “$” are to United States Dollars.
(i) References to “%” are to percent.
BY WAY OF EXECUTION OF THE RSU AWARD AGREEMENT TO WHICH THIS AGREEMENT IS ATTACHED, the Company and the Grantee (and each of their heirs, successors and assigns) agree to be bound by each and every one of the terms set forth in this Agreement.
| Page 6 of 6 |
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/1/23 | None on these Dates | ||
| Filed on: | 4/28/23 | |||
| For Period end: | 12/31/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/23/23 SMX (Security Matters) plc F-1/A 6:6M Donnelley … Solutions/FA 3/17/23 SMX (Security Matters) plc F-1 6:6.1M Donnelley … Solutions/FA 3/13/23 SMX (Security Matters) plc 20-F 3/07/23 9:990K Donnelley … Solutions/FA 1/12/23 SMX (Security Matters) plc F-4/A 10:8.3M Donnelley … Solutions/FA 12/28/22 SMX (Security Matters) plc F-4/A 25:20M Donnelley … Solutions/FA 9/06/22 SMX (Security Matters) plc F-4 13:7.5M Donnelley … Solutions/FA 7/29/22 Lionheart III Corp. 8-K/A:9 7/26/22 17:1.9M Donnelley … Solutions/FA 11/09/21 Lionheart III Corp. 8-K:1,3,5,811/03/21 12:937K Toppan Merrill/FA 8/25/21 Lionheart III Corp. S-1/A 27:2.7M Toppan Merrill/FA |