**Exhibit 10.46**

 

**CentroProperties Group Executive Option Plan**

 

 

 

101 Collins Street Melbourne Victoria 3000 Australia

Telephone +61 3 9288 1234  Facsimile +61 3 9288 1567

www.freehills.com DX 240 Melbourne

 

SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE

Correspondent Offices HANOI HO CHI MINH CITY JAKARTAKUALA LUMPUR

 

Reference

 

----

 

**Table of contents**

 
| ***Rule*** | *** ***                                       | ***Page***                                                          |
|------------|----------------------------------------------------|---------------------------------------------------------------------|
| ** ** | ** **                                         | ** **                                                          |
| **1**      | **Definitions and interpretation**                 | **4**                                                               |
| ** ** | ** **                                         | ** **                                                          |
|       | 1.1                                                | Definitions                                                         | 4 |
|       | 1.2                                                | Interpretation                                                      | 5 |
|       |                                               |                                                                |   |
| **2**      | **Invitation**                                     | **6**                                                               |
| ** ** | ** **                                         | ** **                                                          |
|       | 2.1                                                | Invitation                                                          | 6 |
|       | 2.2                                                | Information to be provided to  Eligible Employees                   | 6 |
|       | 2.3                                                | Amount payable for grant of  Option                                 | 6 |
|       | 2.4                                                | Legal constraints                                                   | 7 |
|       |                                               |                                                                |   |
| **3**      | **Application for Options**                        | **7**                                                               |
| ** ** | ** **                                         | ** **                                                          |
|       | 3.1                                                | Application                                                         | 7 |
|       | 3.2                                                | Number of options applied for                                       | 7 |
|       | 3.3                                                | Personal nature                                                     | 7 |
|       | 3.4                                                | Conditional Contract                                                | 7 |
|       |                                               |                                                                |   |
| **4**      | **Grant of Options**                               | **7**                                                               |
| ** ** | ** **                                         | ** **                                                          |
|       | 4.1                                                | Grant                                                               | 7 |
|       | 4.2                                                | Exercise price                                                      | 8 |
|       | 4.3                                                | Advice to Participants                                              | 8 |
|       |                                               |                                                                |   |
| **5**      | **Transfer of Options**                            | **8**                                                               |
| ** ** | ** **                                         | ** **                                                          |
|       | 5.1                                                | Transfer of Options where  Vesting Condition has not been satisfied | 8 |
|       | 5.2                                                | Transfer of Options where  Vesting Condition has been satisfied     | 8 |
|       | 5.3                                                | Other dealing with Options                                          | 8 |
|       |                                               |                                                                |   |
| **6**      | **Exercise of Options**                            | **9**                                                               |
| ** ** | ** **                                         | ** **                                                          |
|       | 6.1                                                | Exercise pre-conditions                                             | 9 |
|       | 6.2                                                | Cessation of employment                                             | 9 |
|       | 6.3                                                | When employment ceases                                              | 9 |
|       | 6.4                                                | Fraudulent or dishonest  actions                                    | 10 |
|       | 6.5                                                | Maximum exercise period                                             | 10 |
|       | 6.6                                                | Expiry of Option                                                    | 10 |
|       | 6.7                                                | Entitlement                                                         | 10 |
|       |                                               |                                                                |   |
| **7**      | **Exercise procedure**                             | **10**                                                              |
| ** ** | ** **                                         | ** **                                                          | ** ** |
|       | 7.1                                                | Exercise notice                                                     | 10 |
|       | 7.2                                                | Issue of Stapled Securities                                         | 10 |
|       | 7.3                                                | Attorney                                                            | 11 |
|       |                                               |                                                                |   |
| **8**      | **Scheme of Arrangement, Winding-up and Takeover** | **11**                                                              |
| ** ** | ** **                                         | ** **                                                          | ** ** |
|       | 8.1                                                | Events for early vesting and  exercise of Options                   | 11 |
|       | 8.2                                                | Early vesting and exercise of  Options                              | 11 |
|            |                                                    |                                                                     |  |  |

 

2

----

 
| **9**                   | **Rights of Stapled Securities acquired on exercise of Options** | **11**                            |
|-------------------------|------------------------------------------------------------------|-----------------------------------|
| ** **              | ** **                                                       | ** **                        | ** ** |
|                    | 9.1                                                              | Rights                            | 11 |
|                    | 9.2                                                              | Listing                           | 12 |
|                    |                                                             |                              |   |
| **10**                  | **Bonus Issues, Rights Issues, Reconstruction**                  | **12**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
|                    | 10.1                                                             | Adjustment for Bonus Issue        | 12 |
|                    | 10.2                                                             | Adjustment for Rights Issue       | 12 |
|                    | 10.3                                                             | Adjustment for reorganisation     | 12 |
|                    | 10.4                                                             | No other participation            | 13 |
|                    | 10.5                                                             | Notification                      | 13 |
|                    |                                                             |                              |   |
| **11**                  | **Special restrictions or conditions**                           | **13**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
| **12**                  | **Amendments**                                                   | **13**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
|                    | 12.1                                                             | Board power                       | 13 |
|                    | 12.2                                                             | Restrictions on amendments        | 13 |
|                    | 12.3                                                             | Notice of amendment               | 13 |
|                    |                                                             |                              |   |
| **13**                  | **Administration of the Plan**                                   | **14**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
|                    | 13.1                                                             | Board administration              | 14 |
|                    | 13.2                                                             | Board powers                      | 14 |
|                    | 13.3                                                             | Non-residents of Australia        | 14 |
|                    | 13.4                                                             | Board’s Discretion           | 14 |
|                    | 13.5                                                             | Disputes                          | 14 |
|                    |                                                             |                              |   |
| **14**                  | **No compensation or damages**                                   | **15**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
|                    | 14.1                                                             | Terms of employment not  affected | 15 |
|                    | 14.2                                                             | No right to compensation          | 15 |
|                    |                                                             |                              |   |
| **15**                  | **Duties and taxes**                                             | **15**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
| **16**                  | **Notices**                                                      | **15**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
| **17**                  | **Governing law**                                                | **15**                            |
| ** **              | ** **                                                       | ** **                        | ** ** |
| **US Additional Rules** | **16**                                                           |
| ** **              | ** **                                                       |
| **1**                   | **US Transfer restrictions for the Options and the Shares**      | **16**                            |

 

3

----

 

**Centro Properties LimitedACN  078 590 682**

 

**ExecutiveOption Plan Rules**

 

**1****                                         Definitions and interpretation**

 

## **1.1**          Definitions

 

In these rules:

 

**ASX** meansAustralian Stock Exchange Limited;

 

**Board**means the board of directors of the Company or a committee appointed by theboard of directors;

 

**Company**meansCentro Properties Limited ACN 078 590 682;

 

**Early Vesting Day**means the earliest day on which:

 

(a)           acompromise or arrangement referred to in rule 8.1(a) is approved;

 

(b)           aresolution referred to in rule 8.1(b) or 8.1(c) is passed;

 

(c)           aCourt order referred to in rule 8.1(d) is made; or

 

(d)           theacquisition referred to in rule 8.1(e) becomes known to the Company;

 

**Eligible Employee** means an employee (including a director employed in an executivecapacity) of any Group Entity who is declared by the Board to be an EligibleEmployee for the purposes of the Plan;

 

**Exercise Period**means the period or days specified in the invitation to apply forthe Options or in the terms of their grant, during which the Options may beexercised, subject to satisfaction of any Vesting Condition;

 

**Grant Date**in relation to an Option means the date from which the Board determines that anOption takes effect;

 

**Group Entity**means the Company, its Subsidiaries and any company or entity(including a trust) declared by the Board to be a member of the Group for thepurposes of this Plan;

 

**Listing Rules **means the official Listing Rules of the ASX as they apply tothe Company from time to time;

 

**Market Value** has the meaning given to that term in section 139FA of the IncomeTax Assessment Act 1936;

 

**Option**means a Share Option and a Unit Option;

 

**Option Holder** means a Participant or a Transferee;

 

**Participant** means a person who has been granted an Option under the Plan;

 

**Plan** meansthe Centro Executive Option Plan as set out in these rules, subject to anyamendments or additions made under rule 12;

 

4

----

 

**Redundancy**means a termination of a Participant’s employment with a GroupEntity where the employer company has made a definite decision expressly forthe purpose of this provision that the employer no longer wishes the job theParticipant has been doing to be done by anyone and this is not due to ordinaryand customary turnover of labour and includes a situation where:

 

### (a)           theParticipant ceases to be employed by a Group Entity because the employercompany ceases to be a subsidiary of the Company; and

###  

### (b)           thebusiness in which the Participant is engaged is no longer a Group Entity.

###  

**Responsible Entity**means CPT Manager Limited, the responsible entity for the Trust;

 

**Retirement**means a termination of a Participant’s employment with a Group Entity by reasonof the attainment of such age as the Board may from time to time accept as theretirement age for the Participant or by reason of the inability of theParticipant in the opinion of the Board to perform the Participant’s duties asa result of illness or incapacity;

 

**Separation**means the termination of a Participant’s employment with a Group Entity withthe written consent of the Board expressly given for the purposes of the Plan;

 

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

 

**Share Option**means a separate right to acquire a Share, whether by purchase orsubscription;

 

**Stapled Security** means one Share and one Unit, which are stapled together so thatone may not be dealt with without the other;

 

**Subsidiary**has the meaning given to that term in section 9 of the *CorporationsAct*;

 

**Takeover Bid** has the same meaning as in section 9 of the *CorporationsAct*;

 

**Transferee**means a person to whom Options are transferred by a Participantpursuant to rule 5.2;

 

**Trust**means the Centro Property Trust ARSN 091 043 793 created by deed of trust dated[**insert**] as amended from time to time;

 

**Unit** hasthe meaning given to that term in the deed constituting the Trust;

 

**Unit Option**means a separate right to acquire a Unit, whether by purchase orsubscription; and

 

**Vesting Condition** means one or more conditions which must be satisfied orcircumstances which must exist before the Options or any of them may beexercised, as determined by the Board.

 

## **1.2**          Interpretation

 

In these rules, headings are only for convenience anddo not affect interpretation and, unless the context requires otherwise:

 

### (a)           thesingular number includes the plural and the other way around;

###  

### (b)           wordsof one gender include the other genders;

 

5

----

 

### (c)           areference to any legislation includes any amendment to that legislation, anyconsolidation or replacement of it, and any subordinate legislation made underit;

###  

### (d)           areference to a provision in any legislation includes a reference to a provisionin any amendment, consolidation or replacement of that legislation which, inthe opinion of the Board, corresponds with the first mentioned provision;

###  

### (e)           anexpression defined in section 9 of the *Corporations Act*has the same meaning as in that section;

###  

### (f)            anexpression defined in the Company’s constitution or in the deed constitutingthe Trust has the same meaning as in those documents.

###  

**2****                                         Invitation**

 

## **2.1**          Invitation

 

An invitation to participate in the Plan may:

 

### (a)           be made by the Company, together with the Responsible Entity asnecessary, at any time to an Eligible Employee;

###  

### (a)           be in any form;

###  

### (b)           relate to a specified number of Options or specified value ofStapled Securities; and

###  

### (c)           be on any conditions or subject to any restrictions,

###  

as the Board decides. The Company will, as necessary,procure the agreement of the Responsible Entity to the terms determined by theBoard.

 

## **2.2**          Informationto be provided to Eligible Employees

 

The Board will advise each Eligible Employee to whoman invitation is issued of the following information relevant to the Optionsthat may be granted under the Plan pursuant to that invitation:

 

### (a)                                 the purchase price (if any) of the Options;

###  

### (b)                                the method of calculation of the exercise price;

###  

### (c)                                 the Exercise Period;

###  

### (d)                                the number of Units and Shares over which Options may be granted;

###  

### (e)                                 the dates and times when the Options expire;

###  

### (f)                                   any Vesting Conditions;

###  

### (g)                                the date and time by which the application for Options must bereceived by the Company.

###  

## **2.3**          Amountpayable for grant of Option

 

Unless the Board otherwise determines, no payment isrequired for a grant of Options.

 

6

----

 

## **2.4**          Legalconstraints

 

Despite any other rule, Options may not be granted toa person under the Plan if it appears to the Board that doing so wouldcontravene these rules, the Company’s constitution, the deed constituting theCentro Property Trust, the Listing Rules or any law of a jurisdiction inwhich the person resides or would give rise to unreasonable regulatoryrequirements for the Company or the Trust.

 

# **3**                                        Application for Options

 

## **3.1**          Application

 

### (a)           Followingreceipt of an invitation, the Eligible Employee may apply for the Optionsspecified in the invitation by sending to the person nominated in theinvitation an application (in the form attached to the invitation) dulycompleted and signed (together with a cheque for any amount payable in respectof the grant of the Options).

###  

### (b)           Theapplication must be received by the Company within the period for acceptancespecified in the invitation.

###  

## **3.2**          Numberof options applied for

 

The Eligible Employee may apply for the number ofOptions specified in the invitation or part thereof (but only in multiples of100 Options).

 

## **3.3**          Personalnature

 

An invitation is not transferable (without the priorapproval of the Board) and an employee may only apply for the Options in his orher name and not on behalf of another person.

 

## **3.4**          ConditionalContract

 

An application for Options constitutes an offer by aParticipant to enter into conditional contracts with the Company, and/or withthe Responsible Entity in the nature of Share Options and Unit Options.

 

**4****                                        Grant of Options**

 

## **4.1**          Grant

 

### (a)           Oncethe Company has received and accepted a duly signed and completed applicationfor Options (together with any moneys payable in respect of the grant), theCompany may:

###  

#### (1)           grant Share Options to theEligible Employee with effect from the Grant Date; or

####  

#### (2)           grant, or procure the grantby the Responsible Entity, of Unit Options to the Eligible Employee with effectfrom the Grant Date,

 

7

----

 

upon the terms set out in the Plan and subject to theapplicable terms of the deed constituting the Trust and upon such additionalterms and Vesting Conditions as the Board determines.

 

### (b)           Agrant of Options or Share Options by the Board constitutes an acceptance of theParticipant’s offer to enter into conditional contracts with the Company in thenature of Options or Share Options as the case may be.

###  

### (c)           Agrant of Unit Options by the Responsible Entity constitutes an acceptance ofthe Participant’s offer to enter into conditional contracts with theResponsible Entity in the nature of Unit Options.

###  

### (d)           AShare Option and a Unit Option may not be transferred or otherwise dealt withwithout the other.

###  

## **4.2**          Exerciseprice

 

The exercise price at which Units and Shares(comprising Stapled Securities) may be acquired will be determined by the Boardand specified in the invitation made under rule 2.1, failing which it willbe Market Value on the Grant Date.

 

## **4.3**          Adviceto Participants

 

The Company must advise each Participant that Optionshave been granted to him or her.

 

**5****                                        Transfer of Options**

 

## **5.1**          Transferof Options where Vesting Condition has not been satisfied

 

An Option may be transferred before the VestingCondition for that Option has been met only with the prior written approval ofthe Board, and will immediately expire if it purports to be transferred withoutthat approval.

 

## **5.2**          Transferof Options where Vesting Condition has been satisfied

 

An Option granted under the Plan may be transferred toa person if the Vesting Condition for that Option has been satisfied and:

 

### (a)           theParticipant notifies the Board in writing that the Participant intends totransfer that Option to the Transferee;

###  

### (b)           theTransferee notifies the Board in writing that it agrees to be bound by these rules andthat it accepts the Option on the same terms as it is held by the Participant;and

###  

### (c)           theBoard does not inform the Participant in writing within 7 days of receiving thenotice under rule 5.2(a) that it refuses to permit the transfer of that Option.

###  

## **5.3**          Otherdealing with Options

 

An Option may not be dealt with otherwise than asprovided in rules 5.1 and 5.2 except with the prior written approval ofthe Board. For the avoidance of doubt, a 

 

8

----

 

Transferee of an Option may not transfer an Option orotherwise deal with it except to exercise it.

 

**6****                                        Exercise of Options**

 

## **6.1**          Exercisepre-conditions

 

### (a)           Subjectto rule 7.1 and the Listing Rules, the exercise of any Option grantedunder the Plan will be effected in the form and manner determined by the Board.

###  

### (b)           Subjectto rules 6.2 to 6.7, 8 and 13.2(d), an Option granted under the Plan mayonly be exercised during the Exercise Period and may not be exercised unlessthe Vesting Conditions (if any) advised to the Participant by the Boardpursuant to rule 2.2 have been satisfied.

###  

## **6.2**          Cessationof employment

 

Subject to an Option not being exercisable at or afterthe time advised to the Participant by the Board pursuant to rule 2.2(e) forexpiry of the Option:

 

### (a)           ifbefore any Vesting Condition applicable to an Option has been satisfied theParticipant ceases to be an employee of a Group Entity - the Board may allowthe Option to be exercised on terms and conditions specified by the Board,within a period determined by the Board not exceeding 12 months after thecessation of employment.

###  

### (b)           ifafter any Vesting Condition applicable to an Option has been satisfied butbefore the Option has been exercised the Participant ceases to be an employeeof a Group Entity:

###  

#### (1)           byreason of death, Redundancy, Retirement or Separation - the Option may beexercised within 12 months of the cessation of employment; and

####  

#### (2)           for a reason other thandeath, Redundancy, Retirement or Separation - the Board may allow the Option tobe exercised on terms and conditions specified by the Board, within a perioddetermined by the Board not exceeding 12 months after the cessation ofemployment.

####  

## **6.3**          Whenemployment ceases

 

A Participant will not be treated for the purposes of rule 6.2as ceasing to be an employee of a Group Entity until such time as the Participantis no longer an employee of any of the Group Entities, and a Participant whoceases to be such an employee by reason of performing the role of primary caregiver in their family or such other leave approved by the Board and whoexercises their right to return to work under any applicable award, enterpriseagreement, other agreement, statute or regulation before the exercise of anOption under the Plan shall be treated for those purposes as not having ceasedto be such an employee.

 

9

----

 

**6.4****         ****Fraudulent or dishonest actions**

 

If in the opinion of the Board a Participantacts fraudulently or dishonestly or is in breach of his or her obligations toany Group Entity, the Board may cancel (or procure the Responsible Entity tocancel as appropriate) any unexercised Options issued to the Participant,regardless of whether any Vesting Condition has been satisfied in respect ofthose Options.

 

**6.5****         ****Maximum exercise period**

** **

Notwithstanding any other provisions of thePlan, an Option may be exercised within any period determined by the Board thatis permitted by law but not exceeding 10 years from Grant Date.

 

**6.6****         ****Expiry of Option**

** **

(a)           Unlessexercised, an Option will expire:

 

#### (1)           at5.00 pm (Melbourne time) on the last day permitted for its exercise; or

####  

#### (2)           if theexercise of an Option is subject to a Vesting Condition and the VestingCondition is not satisfied, is not able to be satisfied, or can no longer besatisfied, at 5.00 pm (Melbourne time) on the day when the condition is notsatisfied, is not able to be satisfied or can no longer be satisfied.

####  

(b)           The expiryof an Option is the end of the conditional contract constituted by the Option.

 

**6.7****         ****Entitlement**

 

Upon an Option expiring, the holder of theOption will not have any entitlement or claim against the Company or theResponsible Entity in respect of the Option.

 

**7****                                       ****Exercise procedure**

** **

**7.1****         ****Exercise notice**

** **

Options are exercisable by lodging with theCompany Secretary at the registered office of the Company:

 

(a)           acompleted and signed exercise notice; and

 

(b)           a chequefor the exercise price (if any) for each Option exercised.

 

**7.2****         ****Issue of Stapled Securities**

** **

(a)           Upon theexercise of an Option, the Option Holder becomes entitled to an allotment ofthe relevant Units and Shares (comprising Stapled Securities) not later than20 business days after exercise of the Option or such other date which maybe stipulated by the Listing Rules.

 

(b)           The issueof a Share pursuant to the exercise of an Option constitutes performance by theCompany of its obligations pursuant to the conditional contract constituted bythe Share Option.

 

10

----

 

(c)           The issueof a Unit pursuant to the exercise of an Option constitutes performance by theCompany, or the Responsible Entity as the case may be, of its obligationspursuant to the conditional contract constituted by the Unit Option.

 

**7.3****                             ****Attorney**

** **

Each director of the Company from time to timeand any person nominated by the Board from time to time are irrevocablyappointed jointly and severally by each Option Holder as their attorneys to doall things necessary or considered by the Board appropriate to effect an issueof Units and Shares (comprising Stapled Securities) to the Option Holder uponexercise of an Option.

 

**8****                                       ****Scheme of Arrangement, Winding-up and Takeover**

** **

**8.1****         ****Events for early vesting and exercise of Options**

** **

Rules 8.2(a) and (b) will applyif:

 

(a)           a meetingheld pursuant to an order of the Court under section 411 of the CorporationsAct approves a proposed compromise or arrangement for the purposes of or inconnection with a scheme for the reconstruction of the Company or itsamalgamation with any other company or companies;

 

(b)           theCompany passes a resolution for voluntary winding up;

 

(c)           thetrustee or Unit holders of the Trust pass a resolution to vest or otherwiseterminate it;

 

(d)           an orderis made for the compulsory winding up of the Company; or

 

(e)           pursuantto a Takeover Bid the bidder or the bidder’s associates acquire a relevantinterest in more than 50% of the issued Stapled Securities.

 

**8.2****         ****Early vesting and exercise of Options**

** **

If this rule applies:

 

(a)           the Boardwill immediately give written notice of the Early Vesting Day to theParticipant;

 

(b)           theVesting Condition will be deemed to have been fully satisfied on the EarlyVesting Day;

 

(c)           theExercise Period will commence on the Early Vesting Day and end on the datespecified by the Board in the notice given under paragraph (1).

 

**9****                                       ****Rights of Stapled Securities acquired on exercise of Options**

** **

**9.1****         ****Rights**

** **

Subject to rules 10.3 and 11, StapledSecurities acquired on the exercise of Options will be of the same class andwill rank equally with Stapled Securities on issue at the date the Options weregranted (except as regards any rights attaching 

 

11

----

 

to Stapled Securities by reference to a recorddate which occurred before the date of exercise).

 

**9.2****         ****Listing**

** **

If Stapled Securities of the same class asthose issued under the Plan are quoted on the ASX the Company will apply to theASX within a reasonable time after they are issued for those Stapled Securitiesto be quoted.

 

**10****                                ****Bonus Issues, Rights Issues, Reconstruction**

** **

**10.1****       ****Adjustment for Bonus Issue**

** **

(a)           If StapledSecurities are issued pro rata to Stapled Security holders generally by way ofbonus issue (other than an issue in lieu of distribution or by way ofdistribution reinvestment) involving capitalisation of reserves ordistributable profits, the Option Holder is entitled, upon exercise of the Options,to receive in addition to the Stapled Securities in respect of which theOptions are exercised and without the payment of any further consideration anissue of as many additional Stapled Securities as would have been issued to aStapled Security holder who, on the date for determining entitlements under thebonus issue, held Stapled Securities equal in number to the Stapled Securitiesin respect of which the Options are exercised.

 

(b)           AdditionalStapled Securities to which the Option Holder becomes so entitled will, as fromthe time Stapled Securities are issued pursuant to the bonus issue and untilthose additional Stapled Securities are issued, be regarded as StapledSecurities comprised in the relevant Options and in respect of which the Optionsare exercised for the purposes of subsequent applications of rule 10.1(a),and any adjustments which, after the time just mentioned, are made underrule 10.3 to the number of Stapled Securities will also be made to theadditional Stapled Securities.

 

**10.2****       ****Adjustment for Rights Issue**

** **

If Stapled Securities are offered pro rata forsubscription by Stapled Security holders generally by way of a rights issueduring the currency of and prior to exercise of any Options the exercise priceof each Option will be adjusted in the manner provided for in the ListingRules as at the date the Options were issued.

 

**10.3****       ****Adjustment for reorganisation**

** **

In the event of any reorganisation (includingconsolidation, subdivision, reduction or return) of the issued capital of the Companyor the Trust, the number of Options to which each Option Holder is entitled orthe exercise price of the Options or both as appropriate will be adjusted inthe manner specified by the Listing Rules as at the date ofreorganisation.

 

12

----

 

**10.4****       ****No other participation**

** **

Subject to rules 10.1, 10.2 and 10.3,during the currency of an Option and prior to its exercise, Option Holders arenot entitled to participate in any new issue of securities of the Company orthe Trust as a result of holding an Option, unless otherwise determined by theBoard.

 

**10.5****       ****Notification**

** **

If an adjustment is made pursuant to this rule,the Company must notify the Option Holders within one month after the relevantrecord date.

 

**11****          ****Special restrictions or conditions**

** **

A special restriction or condition may beattached to a Stapled Security acquired on the exercise of an Option if it isspecified in the invitation to apply for the Option or in the terms of grant oragreed to by the Option Holder.

 

**12****                                ****Amendments**

** **

**12.1****       ****Board power**

** **

Subject to rule 12.2 and the ListingRules, the Board may at any time by resolution amend or add to (“amend”) all orany of the provisions of the Plan, or the terms or conditions of any Optiongranted under the Plan.

 

**12.2****       ****Restrictions on amendments**

** **

No amendment to the provisions of the Plan, orthe terms of any Option granted under it, may be made which reduces the rightsof Option Holders in respect of Options granted to them prior to the date ofthe amendment, other than an amendment introduced primarily:

 

(a)           for thepurpose of complying with or conforming to present or future State orCommonwealth legislation governing or regulating the maintenance or operationof the Plan or like plans;

 

(b)           to correctany manifest error or mistake; or

 

(c)           to takeinto consideration possible adverse tax implications in respect of the Planarising from, amongst others, adverse rulings from the Commissioner ofTaxation, changes to tax legislation (including an official announcement by theCommonwealth of Australia) and/or changes in the interpretation of taxlegislation by a court of competent jurisdiction.

 

**12.3****       ****Notice of amendment**

** **

As soon as reasonably practicable after makingany amendment under rule 12.1, the Board will give notice in writing ofthat amendment to any Option holder affected by the amendment.

 

13

----

 

**13****                                ****Administration of the Plan**

** **

**13.1****       ****Board administration**

** **

The Board will administer the Plan.

 

**13.2****       ****Board powers**

** **

TheBoard may:

 

(a)           delegateto any person for any period and on any terms it decides the exercise of any ofits powers or discretions under the Plan;

 

(b)           decide onappropriate procedures for administering the Plan, including the form ofapplication forms and other forms and notices to be issued under the Plan;

 

(c)           resolveconclusively all questions of fact or interpretation concerning the Plan andthese rules and any dispute of any kind that arises under the Plan;

 

(d)           inaccordance with rule 12, amend, add to or waive any provision of the Plan(including this rule), or any terms or conditions (including any VestingCondition) relating to any Options granted to any Participant or to any StapledSecurities acquired under the Plan;

 

(e)           waive anybreach of a provision of the Plan;

 

(f)            determinethat any decision made, or permission given, under the Plan, is subject tofurther conditions decided by the Board.

 

**13.3****       ****Non-residents of Australia**

** **

When an Option is granted under the Plan to aperson who is not a resident of Australia the provisions of the Plan applysubject to such alterations or additions as the Board determines having regardto any securities, exchange control or taxation laws or regulations or similarfactors which may have application to the Participant or to any Group Entity inrelation to the Option.

 

**13.4****       ****Board’s Discretion**

** **

TheBoard has absolute and unfettered discretion:

 

(a)           to act orrefrain from acting under these rules or concerning the Plan or anyOptions allocated under the Plan; and

 

(b)           inexercising any power or discretion concerning the Plan or any Options allocatedunder the Plan.

 

**13.5****       ****Disputes**

** **

In the event of any dispute or disagreement asto the interpretation of the Plan, or as to any question or right arising fromor related to the Plan or to any Options granted under it, the decision of theBoard is final and binding.

 

14

----

 

**14****                                ****No compensation or damages**

** **

**14.1****       ****Terms of employment not affected**

** **

(a)           The rightsand obligations of any Participant under the terms of his or her office oremployment with a Group Entity are not affected by his or her participation inthe Plan.

 

(b)           Theserules do not form part of, and will not be incorporated into, any contractof engagement or employment between an employee and the Group Entity whichemploys the person.

 

**14.2****       ****No right to compensation**

** **

A Participant does not have a right tocompensation or damages as a result of the termination of his or her office oremployment for any reason, so far as those rights arise or may arise from theParticipant ceasing to have rights under the Plan as a result of thetermination.

 

**15****          ****Duties and taxes**

** **

TheCompany and the Responsible Entity:

 

(a)           are notresponsible for any duties or taxes which are or may become payable on theissue of Options or Stapled Securities under the Plan or any other dealing withOptions or Stapled Securities; and

 

(b)           may makeany withholding or payment which they are required by law to make in connectionwith the Plan.

 

**16****          ****Notices**

** **

A noticeor other communication under or concerning the Plan is validly given:

 

(a)           by theCompany to an Eligible Employee or Option Holder if delivered personally to theaddressee or sent by prepaid post to his or her last known residential address,or sent to him or her by facsimile at his or her place of work; and

 

(b)           by anEligible Employee or Option Holder to the Company if delivered or sent byprepaid post addressed to the company secretary at the Company’s registeredoffice (or any other address the Board specifies).

 

A notice or other communication sent by postwill be treated as received 48 hours after it was posted.

 

**17****          ****Governing law**

** **

The Plan is governed by the laws of Victoriaand the Commonwealth of Australia.

 

15

----

 

**US Additional Rules**

 

In accordance with rule 13.3, rule 5of the Plan will not apply and is replaced by the following rule whichapplies to all Options granted to Eligible Employees resident in the UnitedStates.

 

**1****            ****US Transfer restrictions for the Options and the Shares**

** **

“The Options and the Shares issuable uponexercise of the Options constitute “restricted securities” within the meaningof Rule 144 under the Securities Act. The Options or Shares may beoffered, sold or otherwise transferred only:

 

(a)           outsidethe United States in an offshore transaction meeting the requirements ofRule 903 or Rule 904 of Regulation S under the Securities Act;

 

(b)           pursuantto an exemption from registration under the Securities Act provided byRule 144 under the Securities Act (if available);

 

(c)           to aperson whom it reasonably believes is a QIB in a transaction meeting therequirements of Rule 144A under the Securities Act; or

 

(d)           pursuantto an effective registration statement under the Securities Act covering theshares, and in each case in accordance with any applicable securities laws ofany state of the United States or other jurisdiction.”

 

16

----