EX-4.7



 






Exhibit 4.7



Executive service agreement


Commonwealth Bank of Australia

ABN 48 123 123 124


and


Ralph James Norris





MLC
Centre Martin Place Sydney New South Wales 2000 Australia

Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000

www.freehills.com DX 361 Sydney


SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE

Correspondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR


Reference JHC:JET: 14E



 









 








Table of contents




	 	 	 	 	 	 	 
	Clause	 	 	 	 	Page

	 	1
	 	Appointment	 	 	1
	 	1.1
	 	Appointment	 	 	1
	 	1.2
	 	Material change of status	 	 	1
	 	 
	 	 	 	 	 
	 	2
	 	Term 2	 	 	 
	 	 
	 	 	 	 	 
	 	3
	 	Executive’s duties	 	 	2
	 	 
	 	 	 	 	 
	 	3.1
	 	General duties	 	 	2
	 	3.2
	 	Bank policies	 	 	2
	 	3.3
	 	Duty to report	 	 	3
	 	 
	 	 	 	 	 
	 	4
	 	Remuneration	 	 	3
	 	 
	 	 	 	 	 
	 	4.1
	 	Fixed Remuneration	 	 	3
	 	4.2
	 	Base Remuneration	 	 	3
	 	4.3
	 	Superannuation	 	 	3
	 	4.4
	 	Base Remuneration review	 	 	3
	 	4.5
	 	Short Term Incentive	 	 	4
	 	4.6
	 	Long Term Incentive	 	 	4
	 	4.7
	 	Packaging	 	 	4
	 	4.8
	 	Expenses	 	 	5
	 	 
	 	 	 	 	 
	 	5
	 	Other terms of employment	 	 	5
	 	 
	 	 	 	 	 
	 	6
	 	Termination	 	 	5
	 	 
	 	 	 	 	 
	 	6.1
	 	Resignation by the Executive	 	 	5
	 	6.2
	 	Termination on notice	 	 	5
	 	6.3
	 	Immediate termination	 	 	5
	 	6.4
	 	Termination because of illness	 	 	6
	 	6.5
	 	Death of the Executive	 	 	6
	 	6.6
	 	General	 	 	6
	 	6.7
	 	Resignation as director	 	 	7
	 	6.8
	 	No compensation	 	 	7
	 	6.9
	 	Obligations on termination	 	 	7
	 	 
	 	 	 	 	 
	 	7
	 	Governing law and jurisdiction	 	 	7
	 	 
	 	 	 	 	 
	 	8
	 	Entire agreement	 	 	8
	 	 
	 	 	 	 	 
		Schedule — Definitions and interpretation	 	 	1
	 	 
	 	 	 	 	 
	 	1
	 	Definitions	 	 	1
	 	2
	 	Interpretation	 	 	2
	 	 
	 	 	 	 	 
	 	Schedule — Protection of the Bank’s interests	 	 	3






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	Clause	 	 	 	Page
	1
	 	Restricted areas and restricted activities	 	 	3
	2
	 	Restraints reasonable	 	 	3
	3
	 	Restraints independent	 	 	4
	4
	 	Acknowledgments by Executive	 	 	4
	5
	 	Survival of obligations	 	 	4
	 
	 	 	 	 	 
	Schedule 3 — Confidentiality, Intellectual Property and Moral Rights	 	 	5
	 
	 	 	 	 	 
	1
	 	Confidentiality	 	 	5
	1.1
	 	Executive’s obligations	 	 	5
	1.2
	 	Separate restrictions	 	 	5
	1.3
	 	Acknowledgments of Executive	 	 	5
	1.4
	 	Survival of obligations	 	 	5
	2
	 	Ownership of Intellectual Property	 	 	6
	2.1
	 	Ownership	 	 	6
	2.2
	 	Assistance	 	 	6
	2.3
	 	Executive must disclose inventions	 	 	6
	2.4
	 	Survival of obligations	 	 	6
	2.5
	 	Intellectual Property	 	 	6
	3
	 	Moral Rights — Executive’s consent	 	 	6
	3.1
	 	Consent	 	 	6
	3.2
	 	Extent of consent	 	 	6
	3.3
	 	Genuine consent	 	 	7
	3.4
	 	Definitions	 	 	7
	 
	 	 	 	 	 
	Schedule 4 — General Conditions	 	 	8
	 
	 	 	 	 	 
	1
	 	Approvals	 	 	8
	2
	 	Amounts owed to the Group	 	 	8
	3
	 	Notices	 	 	8
	4
	 	Prohibition, enforceability and severance	 	 	9
	5
	 	Waiver	 	 	9
	6
	 	Legal advice	 	 	9






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This executive service agreement






is made on 14th June, 2005 between the following parties:




	 	1	 	Commonwealth Bank of Australia
	 
	 	 	 	ABN 48 123 123 124
	 
	 		 	of Level 7, 48 Martin Place, Sydney, New South Wales, 2000
(the Bank); and
	 
	 	2	 	Ralph James Norris
	 
	 		 	of c/o Level 7, 48 Martin Place, Sydney, New South Wales,
2000 (the Executive).





Recitals





The Bank has agreed to appoint the Executive as a director of the
Bank and to the position of Managing Director and Chief Executive Officer
and the Executive has agreed to accept the appointment as a director and an
employee of the Bank on the terms of this agreement.



The parties agree





in consideration of, among other things, the mutual promises contained in
this agreement:




	1	 	Appointment






	 	1.1	 	Appointment






	 	(a)	 	Subject to the terms of this agreement and the Constitution, the Bank
agrees to employ the Executive in the position of Managing Director and
Chief Executive Officer and to appoint the Executive as a director of the
Bank for the purposes of the Corporations Act. The Executive accepts
these appointments.
	 
	 	(b)	 	The Executive undertakes to faithfully and diligently perform
the duties of
the Managing Director and Chief Executive Officer pursuant to the
Constitution and in accordance with the delegated authorities given to the
Executive from time to time.






	 	1.2	 	Material change of status






	 	(a)	 	Subject to the provisions of this agreement, if the Executive’s
duties are (other than on a temporary basis), without the Executive’s
consent, materially and adversely altered or varied substantially, resulting in
either case in:






	 	(1)	 	the Executive’s status or
responsibilities being materially diminished; or
	 
	 	(2)	 	the Executive no longer being regarded as
the most senior and responsible executive of the Bank,





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the Executive may, on the occurrence of such event, forward to the Board
a notice setting out his grievances in this regard giving the Board twenty
one (21) days to remedy the situation.




	 	(b)	 	In the event the Board refuses, fails or neglects to remedy the
situation or
does not deal with this matter within the time specified in clause 1.2(a),
the
Executive may resign on or after the expiration of the twenty one (21) days
without notice as required by clause 6.1.
	 
	 	(c)	 	If the Executive resigns under clause 1.2(b), he will be
entitled to the
benefit of clause 6 as if the Executive had been terminated by the Bank in
accordance with clause 6.2.
	 
	 	(d)	 	Clauses 1.2(a)-(c) do not apply in circumstances where action
is taken by
the Board as a result of disciplinary proceedings in respect of the
Executive or as otherwise provided in this agreement.






	2	 	Term






The Executive’s employment with the Bank will commence on the Commencement
Date and continue until terminated in accordance with this agreement.




	3	 	Executive’s duties






	 	3.1	 	General duties
	 	 	 	 
	 	 	 	The Executive must:





     




	 	(a)	 	devote the whole of the Executive’s time, attention and skill
during normal
business hours, and at other times as reasonably necessary, to the duties of
office;
	 
	 	(b)	 	faithfully and diligently perform the duties and exercise the powers:






	 	(1)	 	consistent with the position of Managing Director
and Chief
Executive Officer; and
	 
	 	(2)	 	assigned to the Executive by the Board or on its
behalf, whether for
the Bank or a Group Company;






	 	(c)	 	promote the interests and prosperity and enhance the reputation
of the
Bank and any Group Company; and
	 
	 	(d)	 	conduct himself in accordance with the commercial and ethical
standards
commensurate with the position of Managing Director and Chief
Executive Officer of a publicly listed company.






	 	3.2	 	Bank policies






	 	(a)	 	The Executive must comply with any Bank policies and
procedures (as
amended from time to time) which have application to the performance of
his duties, or to his employment by the Bank generally, under this
agreement.





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	 	(b)	 	Bank policies and procedures referred to in clause
3.2(a) do not form part of this agreement unless otherwise specified.






	 	3.3	 	Duty to report






The Executive must:




	 	(a)	 	report directly to the Board or as directed by the Board or on its behalf;
	 
	 	(b)	 	provide prompt and full information to the Board regarding the
conduct of
the business of the Bank by the Executive;
	 
	 	(c)	 	comply with lawful directions given to the Executive by the
Board or on
its behalf; and
	 
	 	(d)	 	report to the Chairman of the Board as requested, and discuss
with him any
aspect of the Bank’s business or performance as required from time to time
by the Chairman.






	4	 	Remuneration






	 	4.1	 	Fixed Remuneration
	 
	 	 	 	During the period from the Commencement Date until the Termination Date, the Bank
must pay the Executive the Fixed Remuneration (Base Remuneration plus
Superannuation), determined under this clause 4, or as otherwise agreed between the
parties in writing.
	 
	 	4.2	 	Base Remuneration






	 	(a)	 	Base Remuneration is calculated on a total cost basis and
includes the cost
of any benefits (e.g. leased motor vehicle) plus any fringe benefit lax
charges related to employee benefits.
	 
	 	(b)	 	The initial Base Remuneration payable to the Executive shall be
one
million nine hundred thousand dollars (S1,900,000) per annum payable in
equal instalments in accordance with the Bank’s policies and is inclusive
of all director fees for the Group but docs not include any payroll tax or
workers compensation paid by the Bank in respect of the Executive’s
employment.






	 	4.3	 	Superannuation
	 
	 	 	 	The Bank shall make superannuation contributions to a fund (that complies with
relevant legislation). Initially this will be nine percent (9%) of eighty percent
(80%) of Base Remuneration from time to time. The amount of contributions as at the
date of this agreement is one hundred and thirty six thousand eight hundred dollars
($136,800) per annum.
	 
	 	4.4	 	Base Remuneration review






	 	(a)	 	Base Remuneration will be reviewed by the Board in accordance
with
Bank policies with effect from 1 July of each year of this agreement,
commencing on or about 1 July 2006 and as a result of this review the Base
Remuneration may be increased by the Bank.





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	 	(b)	 	Base Remuneration for the period after a review in clause
4.4(a) is the amount per annum determined by the Board.






	 	4.5	 	Short Term Incentive






	 	(a)	 	The Executive will be eligible to a discretionary Short Term Incentive as
determined by the Board from time to time (STI). The initial STI potential
will be one million nine hundred thousand dollars ($ 1,900,000).
	 
	 	(b)	 	In exercising its discretion pursuant to clause 4.5(a), the Board will
take
into account the Executive’s performance in relation to key performance
indicators established annually in consultation with the Executive. The
decision of the Board as to whether, and the extent to which, key
performance indicators have been met by the Executive is final and
conclusive.






	 	4.6	 	Long Term Incentive






	 	(a)	 	The Executive will be entitled to participate in a Long Term Incentive in
cash or in the Bank’s Equity Reward Plan (LTI):






	 	(1)	 	as determined by or varied (including in respect of the form of any
benefit provided to the Executive) at the discretion of the Board from
time to time; and
	 
	 	(2)	 	subject to:






	 	(A)	 	any key performance indicators determined by the Board;
	 
	 	(B)	 	any approval required by the Bank’s shareholders; and
	 
	 	(C)	 	any necessary Regulatory Consent.






	 	(b)	 	The initial LTI will, subject to clause 4.6(a)(2), be an allocation of the
Bank’s shares to the value of three million eight hundred thousand dollars
($3,800,000). The number of shares will be calculated on the basis of the
weighted average price of the Bank’s shares over the five (5) trading days
prior to the Commencement Date.






	 	4.7	 	Packaging






The Bank may from time to time issue guidelines under which the Executive
may elect to receive part of the Base Remuneration and STI, by way of benefits in
amounts or of a kind, other than those specified in this agreement, which can be
lawfully provided by the Bank. The Executive may elect to receive such benefits,
provided that:




	 	(a)	 	the election is consistent with the guidelines issued by the Bank from time
to time; and
	 
	 	(b)	 	the costs of the election to the Bank (including any liability for fringe
benefits tax) docs not result in the total payments and benefits being paid
or provided to the Executive exceeding the amount of the Base
Remuneration and/or STI if relevant and payable.





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	 	4.8	 	Expenses






	 	(a)	 	The Bank will reimburse the Executive for any reasonable out-of-pocket
expenses incurred by the Executive on Bank business.
	 
	 	(b)	 	The Bank will require evidence of expenses incurred by the
Executive in
accordance with the Bank’s policies from time to time.






	5	 	Other terms of employment






	 	(a)	 	The Executive must comply with the terms of employment set out in the
Schedules to this agreement.
	 
	 	(b)	 	The Schedules to this agreement form part of this agreement.






	6	 	Termination






	 	6.1	 	Resignation by the Executive






	 	(a)	 	The Executive may terminate this agreement at any time by giving six (6)
Months’ notice in writing to the Board.
	 
	 	(b)	 	The Bank will pay all Fixed Remuneration and any statutory
entitlements
owing to the Executive to the Termination Date and any STI or LTI not
vested will be determined at the complete discretion of the Board.






	 	6.2	 	Termination on notice






	 	(a)	 	Notwithstanding any other provision of this agreement, the Bank may
terminate this agreement for any reason whatsoever at any time by giving
written notice to the Executive.
	 
	 	(b)	 	If termination of the Executive’s employment occurs within
twelve (12)
months of the Commencement Date the Executive shall receive twelve
(12) months notice.
	 
	 	(c)	 	If termination occurs at any time other than that referred to
in 6.2(b), the
Executive shall receive six (6) months notice.
	 
	 	(d)	 	If the Bank terminates this agreement pursuant to this clause
6.2, the Bank
will pay all Fixed Remuneration and any statutory entitlements owing to
the Executive to the Termination Date and any STI or LTI not vested will
be determined at the complete discretion of the Board.






	 	6.3	 	Immediate termination






	 	(a)	 	The Bank may terminate this agreement immediately if the
Executive:






	 	(1)	 	commits any act which in the reasonable opinion
of the Board
detrimentally affects the Bank or any Group Company including,
but not limited to, an act of material dishonesty, fraud, wilful
disobedience, serious misconduct, wilful negligence, incompetence
in the performance of his duties or breach of duty;





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	 	(2)	 	is charged with any serious criminal offence which is likely to
affect adversely the Bank or any Group Company’s reputation;
	 
	 	(3)	 	wilfully, persistently or materially fails to perform or
observe any
lawful direction or instruction by the Board or in any other respect
fails to perform or observe the terms or provisions of this
agreement and does not remedy that failure to the satisfaction of
the Board within seven (7) days of receiving notice from the Bank
specifying the failure;
	 
	 	(4)	 	commits any act of bankruptcy or compounds with creditors; or
	 
	 	(5)	 	fails to comply with a material provision of the policies or
procedures of the Bank as amended from time to time and does not remedy
that failure to the satisfaction of the Board within seven (7) days of
receiving notice from the Bank specifying the failure.






	 	(b)	 	If the Bank terminates this agreement pursuant to clause 6.3(a), the
Executive will be paid Fixed Remuneration and any statutory entitlements
to the Termination Date.
	 
	 	(c)	 	The Executive will not be entitled to receive any STI or LTI and for the
avoidance of doubt, any shares and options (or equivalent benefits) granted to the
Executive as LTI that have not vested (or, if in cash, has not been paid) at the
Termination Date will be forfeited.






	 	6.4	 	Termination because of illness






	 	(a)	 	If the Executive:






	 	(1)	 	becomes incapacitated by illness or accident or is of unsound
mind
or becomes liable to be dealt with under any law relating to mental
health for an accumulated period of three (3) Months in any twelve
(12) Month period; or
	 
	 	(2)	 	is advised by an independent medical officer that the Executive’s
health has deteriorated to a degree that it is advisable for the Executive
to leave the Bank,






	 	 	 	the Bank may terminate this agreement by giving six
(6) Months’ written notice to
the Executive.
	 
	 	(b)	 	If the Bank terminates this agreement pursuant to clause 6.4(a), the Bank
will pay all Fixed Remuneration and any statutory entitlements owing to
the Executive to the Termination Date and any STI or LTI not vested will
be determined at the complete discretion of the Board.






	 	6.5	 	Death of the Executive
	 
	 	 	 	If this agreement is terminated as a result of the death of the Executive the Bank will pay
to the Executive all Fixed Remuneration and any statutory entitlements to the date of death
and any STI or LTI not vested will be at the complete discretion of
the Board.
	 
	 	6.6	 	General






	 	(a)	 	During any notice period referred to in this clause 6:





Page 6



 







 




	 	(1)	 	the Bank may require that the Executive not attend the office, not
undertake any work, or undertake only limited work during part or
all of this period;
	 
	 	(2)	 	the Bank will continue to pay the Fixed Remuneration;
	 
	 	(3)	 	the Executive must continue to comply with his obligations under
this agreement.






	 	(b)	 	If this agreement is terminated and notice is required to be
given under this
clause 6, the Bank may at its option, in lieu of part or all of the notice
period, pay the Executive an amount equal to a proportion of the Total
Fixed Remuneration at the time at which notice is given which
corresponds to the unexpired notice period.
	 
	 	(c)	 	The provision of the payments and benefits under this
clause 6 is
contingent on the Executive complying with his obligations under this
agreement.






	 	6.7	 	Resignation as director






	 	(a)	 	If on termination of this agreement the Executive is a director or other
officer of the Bank or of any Group Company the Executive must resign as
director or other officer of that company forthwith.
	 
	 	(b)	 	The Executive irrevocably appoints the Company Secretary, or
any other
employee of the Bank nominated by the Company Secretary, as attorney to
sign the Executive’s resignation on behalf of the Executive if the
Executive refuses or fails to resign from any directorships or other
appointments within the Group on termination of this agreement.






	 	6.8	 	No compensation
	 
	 	 	 	If this agreement is terminated by the Bank under this clause 6, the Executive
acknowledges he has no further claim against the Group for any further compensation
whatsoever for loss of office in respect of the termination.
	 
	 	6.9	 	Obligations on termination





On termination of this agreement, the Executive must return to the Bank all
tangible property of the Bank or any Group Company including, but not limited to,
all books, documents, computers, papers, materials., credit cards, cars and keys
held by the Executive or under the Executive’s control.




	7	 	Governing law and jurisdiction






	 	(a)	 	This agreement is governed by the laws of New South Wales.

	 
	 	(b)	 	The parties irrevocably submit to the exclusive jurisdiction of the courts of
New South Wales.
	 
	 	(c)	 	Each of the parties irrevocably waives any objection to the
venue of any
legal process on the basis that the process has been brought in an
inconvenient forum.





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	8	 	Entire agreement






	 	(a)	 	This agreement embodies the entire agreement between the parties and
supersedes all communications, negotiations, arrangements and
agreements, whether oral or written, between the parties with respect to
the
subject matter of this agreement.
	 
	 	(b)	 	No agreement or understanding varying or extending this
agreement will
be legally binding upon either party unless in writing and signed by both
parties.





	 	 	 	 	 	 	 
	Executed as an agreement:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed by

	 	 	 	/s/ Ralph James Norris	 	 
	Ralph James Norris

	 	 	 	 

Ralph James Norris	 	 
	in
the presence of :
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Leslie Gordon Cupper
	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Leslie Gordon Cupper
	 	 	 	 	 	 
	 

Name (please print)

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signed
for
	 	 	 	 	 	 
	Commonwealth Bank of Australia

	 	 	 	/s/ Dr. John M Schubert	 	 
	by the Chairman of the Board of Directors
in the presence of:

	 	 	 	 

Dr. John M Schubert
	 	 
	 
	 	 	 	 	 	 
	/s/ Leslie Gordon Cupper
	 	 	 	 	 	 
	 

Witness

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Leslie Gordon Cupper
	 	 	 	 	 	 
	 

Name (please print)

	 	 	 	 	 	 






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Schedule 1 — Definitions and interpretation




1 Definitions




     In this agreement:




	 	(a)	 	Board means the board of directors of the Bank;
	 
	 	(b)	 	Commencement Date means the commencement date nominated by the
Bank in consultation with the Executive;
	 
	 	(c)	 	Confidential Information means any information in respect of
the Group or the Group’s businesses (including, but not limited to, any idea,
concept, process or know-how) which is not in the public domain (other than as
a result of a breach of the Bank’s confidence) which:






	 	(1)	 	has already come or comes to the
Executive’s notice in the course of the Executive’s employment; or
	 
	 	(2)	 	is generated by the Executive in the course of
performing the
Executive’s obligations;






	 	(d)	 	Constitution means the constitution of the Bank as amended from
time to time;
	 
	 	(e)	 	Corporations Act means the Corporations Act 2001 (Cth);
	 
	 	(f)	 	Covenant Area means:






	 	(1)	 	any geographical area in which the Group has operations; or failing
that
	 
	 	(2)	 	the Commonwealth of Australia; or failing that
	 
	 	(3)	 	New South Wales;






	 	(g)	 	Covenant Period means during the Executive’s employment
pursuant to this agreement and:






	 	(1)	 	twelve (12) Months; or failing that

	 
	 	(2)	 	six (6) Months,
	 
	 	after the Termination Date;











	 	(h)	 	Entity means an individual, company, partnership, joint venture
(whether corporate or incorporate) or any other body (whether corporate or
incorporate);
	 
	 	(i)	 	Group means the Bank and any Group Company;
	 
	 	(j)	 	Group Company means a “related body
corporate” of the Bank as
that expression is defined in the Corporations Act;
	 
	 	(k)	 	Month means calendar month;
	 
	 	(l)	 	Prescribed Position means:




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	 	(1)	 	a position as employee, director, secretary, company officer,
agent, contractor, consultant or adviser of any Entity;
	 
	 	(2)	 	a partner, shareholder or member of any Entity; and

	 
	 	(3)	 	acting as any of the persons referred to in paragraphs (1) and (2),






	 	(m)	 	Regulatory Consent means the consent of any entity or governmental
body that has statutory or other powers over corporations including
without limitation the Australian Stock Exchange and the Australian
Securities and Investments Commission;
	 
	 	(n)	 	Termination Date means the date when the Executive ceases to
be employed by the Bank.





2 Interpretation





In this agreement, headings are for convenience only and do not affect the
interpretation of this agreement and, unless the context otherwise requires:




	 	(a)	 	a reference to termination of this agreement includes a
reference to termination of the Executive’s contract of employment;
	 
	 	(b)	 	words importing the singular include the plural and vice versa:
	 
	 	(c)	 	words importing a gender include any gender;

	 
	 	(d)	 	other parts of speech and grammatical forms of a word or phrase defined
in this agreement have a corresponding meaning;
	 
	 	(e)	 	an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body corporate
and vice versa;
	 
	 	(f)	 	a reference to any thing (including, but not limited to, any
right) includes a
part of that thing but nothing in this clause 2(f) implies that performance
of
part of an obligation constitutes performance of the obligation:
	 
	 	(g)	 	a reference to a party to a document includes that party’s
successors and
permitted assigns;
	 
	 	(h)	 	a reference to a statute, regulation, proclamation, ordinance
or by-law includes all statutes, regulations, proclamations, ordinances or
by-laws amending, consolidating or replacing it, whether passed by the same
or another government agency with legal power to do so, and a reference to a
statute includes all regulations, proclamations, ordinances arid by-laws
issued under that statute; and
	 
	 	(i)	 	a reference to a document or agreement includes all amendments
or supplements to, or replacements or novations of, that document or
agreement.




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Schedule 2 — Protection of the Bank’s interests




1 Restricted areas and restricted activities





Except with the written permission of the Board, the Executive must not
(whether directly or indirectly and in any position including a Prescribed
Position), during the Covenant Period and within the Covenant Area;




	 	(a)	 	carry on or otherwise be concerned with or interested in any
business in competition with the business of the Group;
	 
	 	(b)	 	obtain or apply for regulatory licenses, permits or privileges
that would permit the Executive to carry on or otherwise be concerned with or
interested in any business in competition with the business of the Group;
	 
	 	(c)	 	solicit or persuade any customer or client who has dealt with the Group
during the Executive’s employment or is in the process of negotiating with
the Group at the Termination Date in relation to any business carried on by
the Group at the Termination Date, to cease doing business with the Group or
reduce the amount of business which the person would normally do with the
Group;
	 
	 	(d)	 	accept from a person referred to in clause l(c) any business
of the kind ordinarily forming part of the business of the Group;
	 
	 	(e)	 	induce or attempt to induce any director, manager or employee
of the Group to terminate his or her employment with the Group, whether or not
that person would commit a breach of that person’s contract of employment;
	 
	 	(f)	 	employ any person who during the last two (2) years of the
Executive’s employment has been a director, manager, or employee of the Group who
is or may be likely to be in possession of any confidential information or
trade secrets relating to:






	 	(1)	 	the business
of the Group; or






	 	(2)	 	the customers
of the Group: or






	 	(g)	 	disparage or otherwise make any statements that may or may be
likely to injure the commercial reputation of any of the Bank or the Group to any
person or persons whatsoever.





2 Restraints reasonable





	 	(a)	 	The Executive and the Bank consider the restraints contained in this
schedule to be reasonable and intend the restraints to operate to the
maximum extent,
	 
	 	(b)	 	If these restraints:






	 	(1)	 	are void as unreasonable for the protection of the interests of the
Group; and




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	 	(2)	 	would be valid if part of the wording was deleted or the period or
area was reduced,






the restraints will apply with the modifications necessary to make them
effective.



3 Restraints independent





The restraints contained in this schedule are separate, distinct and
several, so that the unenforceability of any restraint does not affect the
enforceability of the other restraints.



4 Acknowledgments by Executive




     The Executive acknowledges that:




	 	(a)	 	the Executive will obtain Confidential Information concerning the
business and finances of the Group including trade secrets and industrial
processes;
	 
	 	(b)	 	disclosure of Confidential Information could materially harm the Group;
	 
	 	(c)	 	the restrictive covenants contained in this clause are
reasonable and
necessary for the protection of the goodwill of the Group;
	 
	 	(d)	 	the remedy of damages may be inadequate to protect the interests of the
Group and the Bank is entitled to seek and obtain injunctive relief, or any
other remedy, in any Court;
	 
	 	(e)	 	in view of the importance of the restraints contained in this
clause for the
protection of the proprietary interests of the Group, this clause will
survive
the termination of the Executive’s employment with the Bank in all
circumstances; and
	 
	 	(f)	 	consideration for the restrictive covenants contained in this
clause is
included in the benefits provided to the Executive pursuant to this
agreement.





5 Survival of obligations





The Executive’s obligations under this Schedule survive the termination of
this agreement.



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Schedule 3— Confidentiality, Intellectual Property and Moral Rights




1 Confidentiality





	 	1.1	 	Executive’s obligations
	 
	 	 	 	The Executive must:






	 	(a)	 	keep any Confidential Information secret and
confidential, except lo the extent chat the Executive is required by law
to disclose it;
	 
	 	(b)	 	take all reasonable and necessary precautions to maintain
the secrecy and prevent the disclosure of any Confidential Information;
	 
	 	(c)	 	refrain from using or attempting to use Confidential
Information in any manner which will or may cause or be calculated to
cause injury or loss to that Group or its clients; and
	 
	 	(d)	 	not, except in the ordinary and proper course of
employment with the Bank, disclose Confidential Information Lo any third
party without the prior written consent of the Board.






	 	1.2	 	Separate restrictions
	 
	 	 	 	The restrictions in clause 1.1 of this Schedule will be regarded as
separate, distinct and severable so that the unenforceability of any
restriction shall in no way affect the enforceability of any other
restriction.






	 	1.3	 	Acknowledgments of Executive
	 
	 	 	 	The Executive acknowledges and agrees that:






	 	(a)	 	the Executive will become possessed of Confidential
Information;
	 
	 	(b)	 	disclosure of such Confidential Information may diminish
the value of the information and could materially harm the Group;
	 
	 	(c)	 	the restrictions in clause 1.1 of this Schedule are
reasonable in all the circumstances and necessary to protect the goodwill
of the Group; and
	 
	 	(d)	 	the remedy of damages may be inadequate to protect the
interests of the Group and the Group is entitled to seek and obtain
injunctive relief, or any
other relief.






	 	1.4	 	Survival of obligations
	 
	 	 	 	The Executive’s obligations under this Schedule survive the termination of
this agreement.




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2 Ownership of Intellectual Property





	 	2.1	 	Ownership
	 
	 	 	 	Subject to any express written agreement to the contrary, all Intellectual
Property created by the Executive in the course of the Executive’s employment with
the Bank automatically vests in the Bank.






	 	2.2	 	Assistance
	 
	 	 	 	The Executive must do all things necessary or desirable to vest in the Bank
ownership of any Intellectual Property created by the Executive in the course of the
Executive’s employment with the Bank, including executing any documents which arc
reasonably required by the Bank to give effect to clause 2.1 of this Schedule.






	 	2.3	 	Executive must disclose inventions
	 
	 	 	 	The Executive must disclose to the Bank any discovery, invention, secret
process, system or improvement made or discovered by the Executive during the course
of the Executive’s employment with the Bank in connection with or in any way
affecting or relating to the Bank’s business or capable of being used or adapted for
use by the Bank or in connection with its business.






	 	2.4	 	Survival of obligations
	 
	 	 	 	The Executive’s obligations under this clause 2 of this Schedule survive the
termination of this agreement.






	 	2.5	 	Intellectual Property
	 
	 	 	 	In clause 2 of this Schedule, Intellectual
Property means all present and
future rights to intellectual property including any inventions and improvements,
trade marks (whether registered or common law trade marks), designs, copyright, any
corresponding property rights under the laws of any jurisdiction and any rights in
respect of an invention, discovery, trade secret, secret process, know-how,
information, process, data or formula.





3 Moral Rights — Executive’s consent





	 	3.1	 	Consent
	 
	 	 	 	The Executive consents to all or any acts or omissions by or on behalf of the
Bank (whether occurring before or after this consent is given) which infringe or may
infringe any of the Executive’s moral rights under Part IX of the Copyright Act 1968
(Cth) in relation to any Works made by the Executive in the course of the Executive’s
employment with the Bank.






	 	3.2	 	Extent of consent
	 
	 	 	 	The Executive’s consent under clause 3.1 of this Schedule is irrevocable and
extends to:




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	 	(c)	 	the Bank’s licensees and successors in title in respect
of the Works. and
	 
	 	(d)	 	any person authorised by the Bank or its licensees or successors in title to
do acts comprised in the copyright for the Works.






	 	3.3	 	Genuine consent
	 
	 	 	 	The Executive acknowledges that the consent in clause 3.1 of this Schedule is a

genuine consent given under Part IX of the Copyright Act 1968 (Cth) and has not
been induced by duress or any false or misleading statement.






	 	3.4	 	Definitions
	 
	 	 	 	In this Schedule 3:






	 	(a)	 	Moral Rights means the right of attribution of authorship, the right
not to have authorship falsely attributed and the right of integrity of
authorship, as defined in the Copyright Act 1968 (Cth);
	 
	 	(b)	 	Works means any literary, dramatic, musical or artistic works made by the
Executive as defined in the Copyright Act 1968 (Cth).




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Schedule 4— General Conditions




1 Approvals





	 	(a)	 	This agreement is subject to all required Board and shareholder
approvals
and any necessary Regulatory Consent.
	 
	 	(b)	 	Notwithstanding any provision of this agreement, the Bank is not
required
to pay or provide, or procure the payment of provision, of any monies or
benefits to the Executive which do not comply with the provisions of Part
2D.2, Division 2 of the Corporations Act without the need to obtain
shareholder approval. Any such payments or benefits to be provided to the
Executive must be reduced to ensure compliance with this clause and Part
2D.2, Division 2 of the Corporations Act. In the event of overpayment to
the Executive, the Executive must, on receiving written notice from the
Company Secretary of the Bank (or his/her or her nominee) immediately
repay any monies or benefits specified in such notice.





2 Amounts owed to the Group





	 	(a)	 	Subject to applicable laws, any outstanding advances or other payments
due to the Group by the Executive will be deducted before payment of any
amounts under clause 6 are made to the Executive.
	 
	 	(b)	 	If the amounts owed by the Executive to the Group at the Termination
Date exceed amounts payable to the Executive under clause 6, the Executive agrees to repay such
amounts to the Bank within fourteen (14) days of the Termination Date.





3 Notices





	 	(a)	 	Any notice or other communication including, but not limited to, any
request, demand, consent or approval, to or by a party to this agreement:






	 	(1)	 	must be in legible writing and in English
addressed as shown at the commencement of this agreement, or as
specified to the sender by any party by notice;
	 
	 	(2)	 	where the sender is a company, must be signed
by an officer or under the common seal of the sender;
	 
	 	(3)	 	is regarded as being given by the sender and
received by the addressee:






	 	(A)	 	if by delivery in person, when delivered to the addressee;
	 
	 	(B)	 	if by post, 3 Business Days from
and including the date of
postage; or
	 
	 	(C)	 	if by facsimile transmission,
whether or not legibly
received, when received by the addressee,




Page 8









 












but if the delivery or receipt is on a
day which is not a Business
Day or is after 4.00 pm (addressee’s time) it is regarded as
received at 9.00 am on the following Business Day; and




	 	(4)	 	can be relied on by the addressee and the addressee is not liable
to
any other person for any consequences of that reliance if the
addressee believes it to be genuine, correct and authorised by the
sender.






	 	(b)	 	A facsimile transmission is regarded as legible unless the addressee
telephones the sender within 2 hours after transmission is received or
regarded as received under clause 3(a)(3) and informs the sender that it
is not legible.
	 
	 	(c)	 	In this clause 3, a reference to an addressee includes a
reference to an addressee’s officers, agents or employees or any person
reasonably believed by the sender to be an officer, agent or employee of the
addressee.





4 Prohibition, enforceability and severance





	 	(a)	 	Any provision of, or the application of any provision of, this agreement
which is prohibited in any jurisdiction is, in that jurisdiction,
ineffective only to the extent of that prohibition.
	 
	 	(b)	 	Any provision of, or the application of any provision of,
this agreement which is void, illegal or unenforceable in any jurisdiction
does not affect the validity, legality or enforceability of that provision
in any other jurisdiction or of the remaining provisions in that or any
other jurisdiction.
	 
	 	(c)	 	If a clause is void, illegal or unenforceable, it may be
severed without affecting the enforceability of the other provisions in this
agreement.





5 Waiver





	 	(a)	 	The failure of either party at any time to require performance by the
other party of any provision of this agreement does not affect the party’s right to
require the performance at any time.
	 
	 	(b)	 	The waiver by either party of a breach of any provision may not be held to
be a waiver of any later breach of the provision or a waiver of the
provision itself.





6 Legal advice





The Executive represents that he has taken, or had the opportunity of taking,
legal advice in relation to the nature, effect and extent of this agreement.



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