exv4w2






EXHIBIT 4.2









James Hardie Industries NV




Long Term Incentive Plan




Dated 1 August 2006 as amended on 22 August 2008 and [•] 2009




Mallesons Stephen Jaques

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com





 









 




Long Term Incentive Plan
Contents




	 	 	 	 	 
	General terms
	 	 	3	 
	 
	 	 	 	 
	1 Introduction
	 	 	3	 
	 
	1.1 Purpose
	 	 	3	 
	1.2 Commencement
	 	 	3	 
	1.3 Rules are binding
	 	 	3	 
	1.4 Plan not to limit other arrangements
	 	 	3	 
	 
	 	 	 	 
	2 Invitation, application and acceptance
	 	 	3	 
	 
	2.1 Eligibility
	 	 	3	 
	2.2 Invitation may be made
	 	 	3	 
	2.3 Form of Application
	 	 	3	 
	2.4 Participant agrees to be bound
	 	 	3	 
	2.5 Acceptance of Application
	 	 	5	 
	2.6 When Company must receive the Application
	 	 	5	 
	2.7 Who may apply
	 	 	5	 
	2.8 When applications will not be accepted
	 	 	5	 
	2.9 Board’s discretion
	 	 	5	 
	2.10 Cessation of membership
	 	 	6	 
	 
	 	 	 	 
	3 Administration of Plan
	 	 	6	 
	 
	3.1 Trustee and Board to administer Plan
	 	 	6	 
	3.2 Board powers and discretions
	 	 	6	 
	3.3 Delegation of Board powers and discretions
	 	 	6	 
	3.4 Documents
	 	 	7	 
	3.5 Board decision: final and conclusive
	 	 	7	 
	3.6 Suspension of Plan
	 	 	7	 
	3.7 Manner of exercise of Remuneration Committee authority
	 	 	7	 
	3.8 Consultants
	 	 	8	 
	 
	 	 	 	 
	4 Restrictions on the Plan
	 	 	8	 
	 
	4.1 Compliance with Applicable Regulations
	 	 	8	 
	4.2 Restriction on the size of the Plan
	 	 	8	 
	4.3 Incentive Stock Option Limits
	 	 	9	 
	4.4 Application of Limitation to Grants of Award
	 	 	9	 
	4.5 Per-Person Award Limitations
	 	 	9	 
	 
	 	 	 	 
	5 Amendment of the Plan
	 	 	10	 
	 
	5.1 Board may amend
	 	 	10	 
	5.2 No reduction of existing rights
	 	 	10	 
	5.3 Retrospective amendment possible
	 	 	10	 
	5.4 Shareholder Approval of Certain Amendments
	 	 	10	 
	 
	 	 	 	 
	6 Termination of the Plan
	 	 	11	 
	 
	 	 	 	 
	7 Miscellaneous provisions
	 	 	11	 
	 
	7.1 Rights of Participants
	 	 	11	 
	7.2 Instructions by Participants
	 	 	12	 






			
	 	 	 
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	7.3 Notices
	 	 	12	 
	7.4 Governing law
	 	 	12	 
	7.5 Payments net of tax
	 	 	12	 
	7.6 Taxes on transfers to Participants
	 	 	12	 
	7.7 Rounding
	 	 	13	 
	7.8 Plan Effective Date and shareholder approval
	 	 	13	 
	 
	 	 	 	 
	8 Definitions and interpretation
	 	 	13	 
	 
	8.1 Definitions
	 	 	13	 
	8.2 Interpretation
	 	 	21	 
	8.3 Heading
	 	 	22	 
	 
	 	 	 	 
	Schedule 1 — Options
	 	 	23	 
	 
	 	 	 	 
	Schedule 2 — Performance Rights
	 	 	33	 
	 
	 	 	 	 
	Schedule 3 — Performance Shares
	 	 	43	 
	 
	 	 	 	 
	Schedule 4 — Award
	 	 	66	 
	 
	 	 	 	 
	Schedule 5 — RSUs
	 	 	73	 
	 
	 	 	 	 
	Schedule 6 — Provisions applicable only to U.S. Executives
	 	 	81	 






			
	 	 	 
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Long Term Incentive Plan




General terms





	1	 	Introduction
	 
	1.1	 	Purpose
	 
	 	 	The Plan provides eligible Executives with an opportunity to acquire an ownership interest
or exposure to an ownership interest in the Company.
	 
	1.2	 	Commencement
	 
	 	 	The Plan commences on the date that the Company determines.
	 
	1.3	 	Rules are binding
	 
	 	 	The Company, the Trustee, each Participating Company and each Participant are bound by
these rules.
	 
	1.4	 	Plan not to limit other arrangements
	 
	 	 	This Plan is not the sole means by which the Group intends to provide incentives to
Participants or other employees of the Group, and nothing in this Plan is intended to
restrict the Group from remunerating or otherwise rewarding Participants or other
employees outside the Plan.
	 
	2	 	Invitation, application and acceptance
	 
	2.1	 	Eligibility
	 
	 	 	The Board may determine the Executives who are eligible to participate in the Plan from
time to time.
	 
	2.2	 	Invitation may be made
	 
	 	 	From time to time the Company may make an Invitation to participate in the Plan to an
Executive who is eligible to participate in the Plan in accordance with rule 2.1.
	 
	2.3	 	Form of Application
	 
	 	 	The Invitation to an Executive must be accompanied by an Application Form.
	 
	2.4	 	Participant agrees to be bound
	 
	 	 	Each Participant is, by submitting a completed Application Form, deemed to have agreed to
be bound by:






	 	(a)	 	the terms of the Invitation and Application Form;





			
	 	 	 
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	 	(b)	 	the provisions of these rules, as amended from time to time, except the
provisions of the schedules apply in accordance with paragraph (d) below;
	 
	 	(c)	 	the Articles of Association , as amended from time to time; and
	 
	 	(d)	 	the provisions of:






	 	(i)	 	schedule 1, to the extent the Participant makes an
Application for Options;
	 
	 	(ii)	 	schedule 2, to the extent the Participant makes an
Application for Performance Rights;
	 
	 	(iii)	 	schedule 3, to the extent the Participant makes an
Application for Performance Shares and the Participant is not a U.S.
Executive at the time of the grant;
	 
	 	(iv)	 	schedule 4, to the extent the Participant makes an
Application for Awards;
	 
	 	(v)	 	schedule 5, to the extent the Participant makes an
Application for RSUs; and
	 
	 	(vi)	 	schedule 6, to the extent that the Participant is a U.S.
Executive at the time of grant;






	 	(e)	 	for Performance Shares issued in accordance with schedule 3, the provisions
of the Trust Deed.






	2.4A	 	 Trust to be constituted
	 
	 	 	The Company must not make an Invitation to participate in the Plan for Performance Shares
on the terms set out in schedule 3, unless a Trust has been constituted.
	 
	2.4B 	 	Company may provide
	 
	 	 	The Company may provide:






	 	(i)	 	Options on the terms set out in schedule 1;
	 
	 	(ii)	 	Performance Rights on the terms set out in schedule 2;
	 
	 	(iii)	 	Performance Shares to any Participant who is not a U.S.
Executive at the time of the grant, on the terms set out in schedule 3 and
subject to the terms of the Trust Deed;
	 
	 	(iv)	 	Awards on the terms set out in schedule 4;
	 
	 	(v)	 	RSUs on the terms set out in schedule 5;
	 
	 	(vi)	 	Options, Performance Rights, Awards or RSUs to a U.S.
Executive on the terms set out in schedule 6 (including, to the extent that
there is no inconsistency, any terms set out in





			
	 	 	 
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	 	 	 	schedules 1, 2,4 and 5
respectively which are incorporated into schedule 6); and
	 
	 	(vii)	 	Performance Shares to a U.S. Executive on the terms set
out in schedule 6 (including, to the extent that there is no inconsistency,
any terms set out in schedule 3 which do not relate to the terms of the
Trust and which are incorporated into schedule 6).






	2.5	 	Acceptance of Application
	 
	 	 	The Application must be in the form included with the Invitation, and may not be made on
the basis that it is subject to any terms and conditions other than those specified in the
Invitation. The method of acceptance of an Application must be set out in the Application
Form, including:






	 	(a)	 	the name or title of the person to whom the Application must be sent; and
	 
	 	(b)	 	the date and time by which the Application must be received by or on behalf
of the Company.






	2.6	 	When Company must receive the Application
	 
	 	 	For an Application to be effective, it must be received by or on behalf of the Company by
the time and date specified in the Invitation, unless otherwise determined by the Board.
	 
	2.7	 	Who may apply
	 
	 	 	On receipt of an Invitation, the Executive may apply for the Options, Performance Rights,
Performance Shares, Awards or RSUs (as the case may be) described in that Invitation by
sending to the person designated by the Company an Application duly completed and signed
in accordance with rule 2.6.
	 
	2.8	 	When applications will not be accepted
	 
	 	 	An Application under rule 2.7 will not be accepted if, at the date the Application would
otherwise be accepted:






	 	(a)	 	he or she is not an Executive;
	 
	 	(b)	 	he or she has given their Employer notice of his or her resignation as an
Executive; or
	 
	 	(c)	 	he or she has been given notice of termination of employment as an
Executive or if, in the opinion of the Board, he or she has tendered his or her
resignation to avoid such dismissal.






	2.9	 	Board’s discretion
	 
	 	 	The Board may determine that an Application under this rule 2 by an Executive who would
otherwise be eligible to participate under these rules will not be accepted.





			
	 	 	 
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	2.10	 	Cessation of membership
	 
	 	 	A person ceases to be a Participant when all other property or moneys to which the
Participant is entitled under the Plan have been transferred or paid in accordance with
these rules.






	3	 	Administration of Plan
	 
	3.1	 	Trustee and Board to administer Plan






	 	(a)	 	Unless the Board makes a determination to the contrary, the Plan is to be
administered by the Remuneration Committee and to the extent specified under schedule
3, the Trustee, in accordance with these rules. In the absence of such a
determination by the Board, references in these rules (or in any Invitation issued
under these rules) to the Board, except for those provided in rules 3.3, 3.6 and 5,
shall be replaced with references to the Remuneration Committee in each such place
that it occurs. For the avoidance of doubt, the Remuneration Committee may make
further provisions for the operation of the Plan which are consistent with these
rules.
	 
	 	(b)	 	Notwithstanding (a), the Remuneration Committee shall administer the Plan
and any Invitations with respect to grants of Options, Performance Rights,
Performance Shares, Awards and/or RSUs made to Covered Employees. Furthermore, in
respect of such grants of Options, Performance Rights, Performance Shares, Awards
and/or RSUs made to Covered Employees, any references in these rules (or in any
Invitation issued under these rules) to the Board, except for those provided in rules
3.3, 3.6 and 5, shall be replaced with Remuneration Committee in each such place that
it occurs.






	3.2	 	Board powers and discretions
	 
	 	 	Any power or discretion which is conferred on the Board by these rules must be exercised
by the Board in the interests or for the benefit of the Company, and the Board is not, in
exercising any power or discretion, under any fiduciary or other obligation to any other
person.
	 
	3.3	 	Delegation of Board powers and discretions
	 
	 	 	Any power or discretion which is conferred on the Board by these rules including the power
to invite Executives to participate in the Plan and to determine the terms and conditions
of a Participant’s Option, Performance Right, Performance Share, Award or RSU may be
delegated by the Board to:






	 	(a)	 	a committee consisting of such directors, other officers or employees of
the Company, or any combination of such persons as the Board thinks fit;
	 
	 	(b)	 	a related body corporate of the Company; or
	 
	 	(c)	 	a third party,






	 	 	for such periods and on such conditions as the Board thinks fit.





			
	 	 	 
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	3.4	 	Documents
	 
	 	 	The Company may from time to time require a person invited to participate in the Plan or a
Participant to complete and return such other documents as may be required by law to be
completed by that person or Participant, or such other documents which the Company
considers should, for legal, taxation or administrative reasons, be completed by that
person or Participant.
	 
	3.5	 	Board decision: final and conclusive
	 
	 	 	The decision of the Board as to the interpretation, effect or application of these rules
and all calculations and determination made by the Board under these rules are final,
conclusive and binding in the absence of manifest error.
	 
	3.6	 	Suspension of Plan
	 
	 	 	The Board may from time to time suspend the operation of the Plan and may at any time
cancel the Plan. The suspension or cancellation of the Plan must not prejudice the
existing rights (if any) of Participants.
	 
	3.7	 	Manner of exercise of Remuneration Committee authority






	 	(a)	 	The Remuneration Committee, and not the Board, shall exercise sole and
exclusive discretion on any matter relating to a Participant then subject to Section
16 of the U.S. Exchange Act with respect to the Company to the extent necessary in
order that transactions by that Participant shall be exempt under Rule 16b-3 under
the U.S. Exchange Act and that the grant and payment of Awards qualify as
“performance-based compensation” for purposes of Code section 162(m).
	 
	 	(b)	 	Any action of the Remuneration Committee shall be final, conclusive and
binding on all persons, including the Company, its Executives, their beneficiaries or
other persons claiming rights from or through an Executive, and shareholders.
	 
	 	(c)	 	The express grant of any specific power to the Remuneration Committee, and
the taking of any action by the Remuneration Committee, shall not be construed as
limiting any power or authority of the Remuneration Committee.
	 
	 	(d)	 	The Remuneration Committee may delegate to officers or managers of the
Company, or any committees thereof, the authority (subject to such terms as the
Remuneration Committee shall determine), to perform such functions, including
administrative functions, as the Remuneration Committee may determine, to the extent
that such delegation will not:






	 	(i)	 	result in the loss of an exemption under Rule 16b-3(d)(1)
for Options, Performance Rights, Performance Shares, Awards or RSUs granted
to Participants subject to Section 16 of the U.S. Exchange Act in respect of
the Company; or
	 
	 	(ii)	 	cause Options, Performance Rights, Performance Shares,
Awards or RSUs which are intended to qualify as





			
	 	 	 
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	 	 	 	“performance-based
compensation” under U.S. Revenue Code Section 162(m) to fail to so qualify.






	3.8	 	Consultants
	 
	 	 	If:






	 	(a)	 	a Participant’s employment agreement provides that the Participant will
commence as a consultant to a Group Company on ceasing employment with the Company;
and
	 
	 	(b)	 	on ceasing employment with the Company, the Participant commences as a
consultant to a Group Company in accordance with that agreement,






	 	 	then, unless the terms of the Participant’s Invitation provide otherwise,






	 	(c)	 	the Participant is deemed to continue as an employee of the Company for the
purposes of these rules; and
	 
	 	(d)	 	the Participant will cease to be an employee for the purposes of these
rules when the Participant ceases to be a consultant to that Group Company.






	4	 	Restrictions on the Plan
	 
	4.1	 	Compliance with Applicable Regulations
	 
	 	 	Despite any other provision of these rules or any term or condition of the participation
of any Participant in the Plan, no Share may be acquired by the Trustee or transferred to
a Participant or other person, no Performance Right, Option or RSU may be granted or
exercised, no Award may be granted and no Payout may be made if to do so would contravene
any Applicable Regulations.
	 
	4.2	 	Restriction on the size of the Plan
	 
	 	 	The Board must not issue an Invitation to apply for Options, issue Shares on the exercise
of Performance Rights, cause the Trustee of the Performance Share Plan to subscribe for
Shares, or grant RSUs if the number of Shares the subject of the Invitation to apply for
Options, the exercise of the Performance Rights, the subscription for shares by the
Trustee of the Performance Share Plan, or the grant of RSUs when added to:






	 	(a)	 	the number of Shares which would be issued if all outstanding Options, and
all Options which may be granted pursuant to the
acceptance of any outstanding Invitation to apply for Options, were exercised;
	 
	 	(b)	 	the number of Shares issued to the Trustee of the Performance Share Plan
and which remain held in that Trust; and
	 
	 	(c)	 	the number of Shares which would be issued if all outstanding RSUs vested,





			
	 	 	 
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	 	 	but disregarding:






	 	(d)	 	any Invitation made, or Option acquired or Share issued by way of or as a
result of an Invitation to a Participant situated outside Australia at the time of
receipt of the relevant Invitation,






	 	 	would exceed 5% of the total number of issued Shares at the relevant date.






	4.3	 	Incentive Stock Option Limits
	 
	 	 	Notwithstanding anything in this rule 4 to the contrary, but subject to any adjustments
provided for in Schedules 2 and 5 of these rules, or as approved by Shareholders from time
to time, the maximum aggregate number of Shares that may be issued under the Plan as a
result of the exercise of Incentive Stock Options shall be 8 million Shares.
	 
	4.4	 	Application of Limitation to Grants of Award






	 	(a)	 	No Option, Performance Right, Performance Share, Award or RSU may be
granted if:






	 	(i)	 	the number of Shares to be delivered in connection with
such an Option, Performance Right, Performance Share, Award or RSU; or
	 
	 	(ii)	 	in the case of an Option, Performance Right, Performance
Share, Award or RSU relating to Shares but settled only in cash (such as
cash-only Awards), the number of Shares to which such Option, Performance
Right, Performance Share, Award and/or RSU relates,






	 	 	 	exceeds the number of Shares remaining available for delivery under the Plan,
minus the number of Shares deliverable in settlement of or relating to then
outstanding Options, Performance Rights, Performance Shares, Awards and/or RSUs.






	 	(b)	 	The Board may adopt reasonable counting procedures to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or substitute
awards) and make adjustments if the number of Shares actually delivered differs from
the number of Shares previously counted in connection with an Option, Performance
Right, Performance Share, Award and/or RSU.






	4.5	 	Per-Person Award Limitations
	 
	 	 	Subject to any adjustments provided for in Schedules 2 and 5 of these rules, in any
financial year of the Company during any part of which the Plan is in effect, no
Participant may be granted Options, Performance Rights, Performance Shares, Awards or RSUs
with respect to more than 2 million Shares. In addition, the maximum dollar value payable
to any one Participant with respect to Awards (or with respect to any Performance Rights
payable in cash) is US$5 million.





			
	 	 	 
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	5	 	Amendment of the Plan
	 
	5.1	 	Board may amend
	 
	 	 	Subject to rules 5.2, 5.3 and 5.4, the Board may at any time by written instrument, amend
all or any of the provisions of these rules, including this rule 5.
	 
	5.2	 	No reduction of existing rights
	 
	 	 	Any amendment to the provisions of these rules must not materially reduce the rights of
any Participant as they existed before the date of the amendment, unless the amendment is
introduced primarily:






	 	(a)	 	for the purpose of complying with or conforming to present or future law or
regulation governing or regulating the maintenance or operation of the Plan or like
plans;
	 
	 	(b)	 	to correct any manifest error or mistake;
	 
	 	(c)	 	to enable contributions or other amounts paid by a member of the Group to
the Plan to qualify as income tax deductions for that member or another member of the
Group;
	 
	 	(d)	 	to enable the Trustee or any Employer to reduce the amount of fringe
benefits tax under the Fringe Benefits Tax Assessment Act 1986 (Cwlth), the amount of
tax under the Tax Acts, or the amount of any other tax or impost that would otherwise
be payable by the Trustee or the Employer in relation to the Plan;
	 
	 	(e)	 	for the purpose of enabling the Participants generally (but not necessarily
each Participant) to receive a more favourable taxation treatment in respect of their
participation in the Plan; or
	 
	 	(f)	 	to enable the Plan or any member of the Group to comply with Applicable
Regulations.






	5.3	 	Retrospective amendment possible
	 
	 	 	Subject to rules 5.2 and 5.4, any amendment made under rule 5.1 may be given retrospective
effect as specified in the written instrument by which the amendment is made.
	 
	5.4	 	Shareholder Approval of Certain Amendments
	 
	 	 	In the event that the Board amends:






	 	(a)	 	the limits set forth in rules 4.3 and 4.5 hereof;
	 
	 	(b)	 	the rules set forth in Schedule 6 hereof;
	 
	 	(c)	 	any Options, Performance Rights, Performance Shares, Awards and/or RSU that
are granted to a U.S. Executive (other than allowed or permitted under this Plan or
the terms of the relevant Invitation); and/or





			
	 	 	 
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	 	(d)	 	any other rules of this Plan, if so required by the U.S. Revenue Code, the
U.S. Exchange Act, the New York Stock Exchange (or other automated quotation system
on which the Shares may then be listed or quoted) and/or any other applicable U.S.
laws or regulations,






	 	 	such amendments shall be subject to the approval of the Company’s shareholders not later
than the next annual meeting following such Board action.






	6	 	Termination of the Plan
	 
	 	 	The Plan terminates and is to be wound up (as provided below) on the earliest of:






	 	(a)	 	if an order is made or an effective resolution is passed for the winding up
of the Company other than for the purpose of amalgamation or reconstruction;
	 
	 	(b)	 	if the Board determines that the Plan is to be wound up; or
	 
	 	(c)	 	with respect only to Incentive Stock Options, whether vested or not, on the
tenth anniversary of the Effective Date of the Plan.






	7	 	Miscellaneous provisions
	 
	7.1	 	Rights of Participants
	 
	 	 	Nothing in these rules:






	 	(a)	 	confers on any person any expectation to become a Participant;
	 
	 	(b)	 	confers on any Executive the right to be invited to apply for, to be
offered or to receive any Option, Performance Right, Performance Share, Award or RSU;
	 
	 	(c)	 	confers on any Participant the right to continue as an employee of any
Employer;
	 
	 	(d)	 	affects any rights which any Employer may have to terminate the employment
of any Executive; or
	 
	 	(e)	 	may be used to increase damages in any action brought against any Employer
in respect of any termination of employment.






	 	 	No person, whether a Participant or otherwise, has any claim, right or interest in respect
of the Plan or any Performance Shares or other property of the Plan, whether against the
Trustee, the Company or any other person, as a consequence of termination of the
Executive’s employment or appointment or otherwise, except under and in accordance with
these rules.





			
	 	 	 
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	7.2	 	Instructions by Participants
	 
	 	 	For the purposes of these rules, the Trustee, the Board, the Company and any Employer is
entitled to regard any notice, direction or other communication given or purported to be
given by or on behalf of a Participant (or a legal personal representative of a
Participant) as valid, whether given orally or in writing. Any notice, direction or other
communication given or purported to be given by or on behalf of a Participant (or a legal
personal representative of a Participant) or any other person under these rules to the
Company, the Trustee or the Employer is duly given only if actually received by the
Company, Trustee or Employer (as the case may be).
	 
	7.3	 	Notices
	 
	 	 	Any notice, certificate, consent, approval, waiver or other communications given by the
Board, the Trustee, the Company or the Employer is deemed to have been duly given if:






	 	(a)	 	sent by electronic mail or delivered by hand; or
	 
	 	(b)	 	sent by ordinary prepaid mail,






	 	 	and is deemed to have been served:






	 	(c)	 	if sent by electronic mail or delivered by hand, at the time of sending or
delivery; or
	 
	 	(d)	 	if posted, three Business Days (or, if posted to a Participant’s address
outside The Netherlands, seven Business Days) after the date of posting.






	 	 	Delivery, transmission and postage is to the address of any Participant as indicated on
the Application Form, any other address as the Board, the Trustee or any Participant may
notify to the other or in the case of a Participant who is an Executive, the address of
the place of business at which the Participant performs the whole or substantially the
whole of the duties of his or her office or employment.






	7.4	 	Governing law
	 
	 	 	These rules are governed by the laws in force in The Netherlands and are construed and
take effect in accordance with those laws.
	 
	7.5	 	Payments net of tax
	 
	 	 	If, when the Board or the Trustee makes or is deemed to make a payment to a Participant
under these rules, the Board or the Trustee is obliged to deduct or withhold any amount of
tax or other government levy or impost, the payment to the Participant is to be made net
of the deduction or withholding.
	 
	7.6	 	Taxes on transfers to Participants
	 
	 	 	The Board or the Trustee may, when transferring Shares to a Participant under these rules,
require the Participant to provide the Board or the Trustee with an amount of money which
the Board or the Trustee estimates is necessary to meet the Participant’s liability (if
any) to pay stamp duty or other





			
	 	 	 
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	 	 	taxes in respect of the transfer. Where the Board or the
Trustee is provided with funds for that purpose, the Board or the Trustee must apply the
funds in payment of the stamp duty or other tax, arrange for registration of the transfer
on the Participant’s behalf and return any excess funds to the Participant.
	 
	7.7	 	Rounding
	 
	 	 	Unless expressly provided for in these rules, any calculation of a number of Shares under
the Plan is to be rounded to the nearest whole number with 0.5 being rounded up.
	 
	7.8	 	Plan Effective Date and shareholder approval
	 
	 	 	If approval of the Plan is mandatory under the requirements of:






	 	(a)	 	U.S. Revenue Code Sections 162(m) (if applicable) and 422, and Rule 16b-3
under the U.S. Exchange Act
	 
	 	(b)	 	the rules of any stock exchange or automated quotation system on which the
Shares may be listed or quoted; and
	 
	 	(c)	 	other laws, regulations, and obligations of the Company applicable to the
Plan,






	 	 	then, to that extent, the Plan shall become effective on the Effective Date, subject to
approval within 12 months of its adoption, by shareholders of the Company eligible to vote
on the election of directors.
	 
	 	 	If approval of the Plan is required in relation to Options, Performance Rights,
Performance Shares, Awards and/or RSUs, then those Options, Performance Rights,
Performance Shares, Awards and/or RSUs may be granted subject to any shareholder approval
so required, but may not be exercised or otherwise settled in the event the shareholder
approval is not obtained.






	8	 	Definitions and interpretation
	 
	8.1	 	Definitions
	 
	 	 	The following words and expressions have the following meanings unless the contrary
intention appears:
	 
	 	 	Acquisition Date means, in relation to a Participant’s Share, the date on which a
Participant acquires the Participant’s Share for the purposes of Division 13A of Part III
of the Tax Act.
	 
	 	 	Applicable Regulations means the listing requirements imposed by any exchange or trading
system on which the Company’s securities trade and any law or regulation that applies to
the operation of the Plan.
	 
	 	 	Application means an application for Options, Performance Rights, Performance Shares, an
Award or RSUs made by an Executive under the terms of an Invitation.
	 
	 	 	Application Form means an application form attached to an Invitation.





			
	 	 	 
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	 	 	Articles of Association means the articles of association of the Company.
	 
	 	 	ASTC Settlement Rules means the operating rules of ASX Settlement and Transfer Corporation
Pty Limited.
	 
	 	 	ASX means Australian Stock Exchange Limited.
	 
	 	 	Award means an entitlement to a Payout.
	 
	 	 	Board means all or some of the directors of the Company acting as a board, and includes a
committee of the Board and a delegate of the Board.
	 
	 	 	Business Day means a day other than a Saturday, Sunday or public holiday in The
Netherlands.
	 
	 	 	Company means James Hardie Industries NV.
	 
	 	 	Control Event means for the purpose of schedule 5 any of the following:






	 	(a)	 	a takeover bid is made to acquire the whole of the issued Shares and the
takeover bid is recommended by the Board or becomes unconditional;
	 
	 	(b)	 	a transaction is announced by the Company which, if implemented, would
result in a person owning all the issued Shares;
	 
	 	(c)	 	a person owns or controls sufficient Shares to enable them to influence the
composition of the Supervisory Board;
	 
	 	(d)	 	any other similar event has occurred or is likely to occur (including, but
not limited to, a merger of the Company with another company), which the Board
determines, in its absolute discretion, to be a Control Event.






	 	 	Corporations Act means the Corporations Act 2001 (Cwlth).
	 
	 	 	Covered Employee means an Executive who is a “covered employee” within the meaning of
Section 162(m)(3) of the U.S. Revenue Code, or any successor provision thereto.
	 
	 	 	CUFS means a CHESS unit of Foreign Securities, as defined in the ASTC Settlement Rules, in
respect of Shares.
	 
	 	 	Determination Date means in respect of a Payout the date determined by the Board and set
out in the Invitation to the relevant Participant to apply for the Payout.
	 
	 	 	Dividends means dividends declared or paid in respect of Shares held by the Trustee on
behalf of a Participant and includes any amount distributed in respect of those Shares
following a reduction of capital by the Company.
	 
	 	 	Effective Date means the date the Plan is approved by the Board, which shall be 1 August,
2006.





			
	 	 	 
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	 	 	Employer means any Group Company, and in relation to any particular Participant means the
company by which that Participant is for the time being employed.
	 
	 	 	Executive means a person who is in the full time or part time employment of a Group
Company.
	 
	 	 	Exercise Condition means, in relation to an Option or a Performance Right, a condition
(other than a Vesting Condition) which must be satisfied or waived before that Option or
Performance Right (as the case may be) may be exercised.
	 
	 	 	Exercise Period means, in relation to an Option or a Performance Right, the latest period
at the end of which that Option or Performance Right will lapse.
	 
	 	 	Exercise Price means:






	 	(a)	 	in relation to a Performance Right, the amount payable on exercise of that
Performance Right, as determined by the Board and specified in the Invitation and
adjusted in accordance with paragraph 7 of schedule 2. If no determination is made,
the applicable Exercise Price is nil; or
	 
	 	(b)	 	in relation to an Option, the amount payable on exercise of that Option, as
specified in the Invitation and adjusted in accordance with paragraph 7 of schedule
1, but may not be less than twenty cents for each Share to be acquired on exercise of
the Option.






	 	 	Fair Market Value means the fair market value of Shares, Awards or other property as
determined by the Remuneration Committee, or under procedures established by the
Remuneration Committee. Unless otherwise determined by the Remuneration Committee, the
Fair Market Value of a Share as of any given date shall be the “Closing Price” (as defined
below) of the Share on that reference date. For these purposes the “Closing
Price” of a Share on any day shall be the closing sale price per Share reported on a
consolidated basis for stock listed on the principal stock exchange or market on which
Shares are traded on the date immediately preceding the date as of which such value is
being determined or, if there is no sale on that date, then on the last previous day on
which a sale was reported.
	 
	 	 	General Meeting has the meaning given in the Articles of Association.
	 
	 	 	Grant Date means, in relation to an Option, Performance Right or RSU, the date on which
that Option, Performance Right or RSU is granted.
	 
	 	 	Group means the Company and each of its Subsidiaries.
	 
	 	 	Group Company means the Company or any of its Subsidiaries.
	 
	 	 	Incentive Stock Option means any Option intended to be designated as an incentive stock
option within the meaning of Section 422 of the U.S. Revenue Code or any successor
provision thereto.
	 
	 	 	Independent Directors, when referring to either the Board or members of the Remuneration
Committee, shall have the same meaning as used in the rules of





			
	 	 	 
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	 	 	the New York Stock Exchange
or any U.S national securities exchange on which any securities of the Company are listed
for trading, and if not listed for trading on any such U.S exchange, by the rules of the
New York Stock Market.
	 
	 	 	Invitation means an invitation to apply for Options, Performance Rights, Performance
Shares, an Award or RSUs under the Plan made in accordance with rule 2.2.
	 
	 	 	Listing Rules means the Listing Rules of ASX, except to the extent of any express waiver
by ASX.
	 
	 	 	Market Participant has the meaning given in the ASTC Settlement Rules.
	 
	 	 	Market Value means the market value of a Share determined under section 139FA of the Tax
Act.
	 
	 	 	Minimum Restriction Condition means in respect of a Performance Share, any condition
(other than a Performance Condition) which the Board may impose that must be satisfied or
waived before the Performance Share is vested in its holder.
	 
	 	 	Net Income means, in respect of a Year of Income of the Performance Share Plan, an amount
which the Trustee determines to be the “net income” (as defined in section 95 of the Tax
Act) of the Trust for that Year of Income.
	 
	 	 	Notice of Withdrawal of Shares means a duly completed and executed written request by a
Participant to the Trustee (in a form approved by the Board) to:






	 	(a)	 	transfer to, or on behalf of, the Participant some or all of the
Participant’s Shares; or
	 
	 	(b)	 	sell, on behalf of the Participant, some or all of the Participant’s
Shares.






	 	 	Option means a right to acquire a Share granted under schedule 1.
	 
	 	 	Participant means an Executive to whom an Option, a Performance Right, a Performance
Share, an Award or a RSU (as the case may be) has been granted and who has not ceased to
be a Participant under rule 2.10 and includes a legal personal representative of the
Participant.
	 
	 	 	Participant Shares means, in relation to a Participant, the Performance Shares held by the
Trustee on behalf of the Participant which stand to the credit of the Share Account of
that Participant, and Participant’s Share(s) has a corresponding meaning.
	 
	 	 	Participating Company means each Group Company to which the Board resolves that the Plan
extends.
	 
	 	 	Payout means the amount calculated in accordance with the formula set out in the
Invitation for an Award.
	 
	 	 	Payout Date means:





			
	 	 	 
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	 	(a)	 	the date determined by the Board and set out in the Invitation to an
Executive under paragraph 1 of schedule 4; or
	 
	 	(b)	 	where the Participant qualifies for a Payout under paragraph 3.3(b) of
schedule 4, such other date specified by the Board in writing,






	 	 	and must be within 60 days of the date on which the Participant qualifies for the Payout.
	 
	 	 	Payout Qualification Condition means, in respect of a Payout, any condition (other than a
Payout Vesting Condition) which the Board may impose that must be satisfied or waived for
the Participant to have a right to receive that Payout, including satisfaction of a
performance hurdle.
	 
	 	 	Payout Vesting Condition means, in respect of a Payout, a condition which must be
satisfied or waived before the right to receive that Payout becomes vested in its holder.
	 
	 	 	Performance Condition means, in respect of a Performance Share, any condition which must
be satisfied or waived before the Participant may withdraw Performance Shares from the
Performance Share Plan.
	 
	 	 	Performance Period means that period established by the Remuneration Committee at the time
any Option, Performance Right, Performance Share, Award or RSU is granted or at any time
thereafter during which any performance goals specified by the Remuneration Committee with
respect to such Option, Performance Right, Performance Share, Award or RSU are to be
measured.
	 
	 	 	Performance Right means a right to acquire a Share (by transfer or issue at the election
of the Company) granted under schedule 2.
	 
	 	 	Performance Share Plan means the plan the rules of which are set out in this document
(excluding the rules of the schedules other than schedule 3).
	 
	 	 	Performance Shares means:






	 	(a)	 	in relation to grants made in accordance with schedule 3, Shares and CUFS
which are held by the Trustee in accordance with these rules for the purposes of the
Performance Share Plan; or
	 
	 	(b)	 	in relation to grants made to U.S. Executives in accordance with schedule
6, performance shares which are paid to U.S. Executives in Shares or in a lump sum or
in instalments under paragraph 4 of schedule 6.






	 	 	Plan means the James Hardie Industries NV Long Term Incentive Plan, the rules of which are
set out in this document.
	 
	 	 	Plan Expenses means all expenses, outgoings, costs and charges incurred in the
establishment and operation of the Performance Share Plan and includes any amounts of
income or other tax payable by the Trustee in relation to the Performance Share Plan.





			
	 	 	 
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	 	 	Prescribed Exercise Date means, in relation to an Option or a Performance Right, the first
date on which that Option or Performance Right is exercisable, subject to the Terms and
Conditions of Grant for that Option or Performance Right.
	 
	 	 	Prescribed Qualification Date means, in relation to a Payout, the date on which the
Participant qualifies for the Payout subject to the Terms and Conditions of Award for the
Payout.
	 
	 	 	Prescribed Vesting Date means, in relation to a RSU, the first date on which that RSU can
vest, subject to the Terms and Conditions of Grant for that RSU.
	 
	 	 	Prescribed Withdrawal Date means, in relation to a Performance Share, the first date on
which the Participant may submit a Notice of Withdrawal of Shares in respect of that
Performance Share subject to the Terms and Conditions for that Performance Share.
	 
	 	 	Redundancy means termination of employment of a Participant by a Participating Company due
to economic, technological, structural or other organisational change where through no act
or default of the Participant:






	 	(a)	 	the Participating Company no longer requires the duties and
responsibilities carried out by the Participant to be carried out by anyone; or
	 
	 	(b)	 	the Participating Company no longer requires the position held by the
Participant to be held by anyone.






	 	 	Remuneration Committee means the Remuneration Committee of the Board, which consists of
“outside directors” within the meaning of Section 162(m) of the U.S. Revenue Code.
	 
	 	 	Reorganisation means any merger, consolidation, reconstruction or other reorganisation in
respect of the Company, including any compromise or arrangement for the purposes of or in
connection with a scheme for the reconstruction of the Company or its amalgamation with
any other company.
	 
	 	 	Reserve Account means the account established by the Trustee under paragraph 16.3 of
schedule 3.
	 
	 	 	Retirement means termination of the employment of a Participant with a Participating
Company because:






	 	(a)	 	the Participant attains the age that the Board accepts as the retirement
age for that individual;
	 
	 	(b)	 	the Participant is unable, in the opinion of the Board, to perform his or
her duties because of illness or incapacity.






	 	 	Rights means any rights or options to acquire Shares or other securities issued or to be
issued by the Company.
	 
	 	 	RSU means a restricted stock unit which is an unfunded and unsecured contractual
entitlement to be issued or transferred a Share on a future date.





			
	 	 	 
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	 	 	Security Interest means a mortgage, charge, pledge, lien or other encumbrance of any
nature.
	 
	 	 	Separation means the termination of a Participant’s employment with a Participating
Company by the volition of the Participant and with the written consent of the Board
expressly given for the purposes of the Plan.
	 
	 	 	Share Account means, in relation to a Participant, the account maintained in respect of
that Participant under paragraph 16.1 of 

schedule 3.
	 
	 	 	Shares means fully paid ordinary shares in the capital of the Company.
	 
	 	 	Subsidiary means an entity that is controlled by the Company.
	 
	 	 	Supplementary Condition means, in relation to an Option, a Performance Right, a
Performance Share, an Award or a RSU, any term or condition (other than the rules, the
Exercise Conditions, the Vesting Conditions, the Minimum Restriction Conditions, the
Performance Conditions, the Payout Vesting Conditions or the Payout Qualification
Conditions) to which that Option, Performance Right, Performance Share, Award or RSU is
subject, or to which any Shares acquired pursuant to the exercise of that Option or
Performance Right will be subject.
	 
	 	 	Tax Act means the Income Tax Assessment Act 1936 (Cwlth) and the Income Tax Assessment Act
1997 (Cwlth), as the context requires.
	 
	 	 	Terms and Conditions means, in relation to a Performance Share, all of:






	 	(a)	 	these rules (other than the schedules);
	 
	 	(b)	 	the rules of schedule 3;
	 
	 	(c)	 	any Minimum Restriction Condition;
	 
	 	(d)	 	any Performance Condition; and
	 
	 	(e)	 	any Supplementary Condition.






	 	 	Terms and Conditions of Award means, in relation to an Award, all of:






	 	(a)	 	these rules (other than the schedules);
	 
	 	(b)	 	the rules of schedule 4;
	 
	 	(c)	 	any Payout Vesting Condition;
	 
	 	(d)	 	any Payout Qualification Condition; and
	 
	 	(e)	 	any Supplementary Condition.






	 	 	Terms and Conditions of Grant means, in relation to an Option or a Performance Right, all
of:






	 	(a)	 	these rules (other than the schedules);





			
	 	 	 
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	 	(b)	 	the rules of schedule 1 or 2 respectively;
	 
	 	(c)	 	any Vesting Condition;
	 
	 	(d)	 	any Exercise Condition; and
	 
	 	(e)	 	any Supplementary Condition.






	 	 	Terms and Conditions of RSU Grant means, in relation to a RSU, all of:






	 	(a)	 	these rules (other than the schedules); and
	 
	 	(b)	 	the rules of schedule 5;
	 
	 	(c)	 	any Vesting Condition;
	 
	 	(d)	 	any Supplementary Condition; and
	 
	 	(e)	 	if granted to a US Executive, the rules of Schedule 6.






	 	 	Total Shareholder Return means, in respect of a company in capital value, dividends and
other distributions over a specified period of time, as calculated in accordance with the
procedure approved by the Board from time to time.
	 
	 	 	Tranche means:






	 	(a)	 	a number of Options or Performance Rights (as the case may be) which have
the same Prescribed Exercise Date; or
	 
	 	(b)	 	a number of RSUs which have the same Prescribed Vesting Date.






	 	 	Trust means the James Hardie Industries NV Long Term Incentive Plan Trust established in
relation to Performance Shares issued in accordance with schedule 3, by the trust deed
dated on or about the date of these rules between the Company and the Trustee.
	 
	 	 	Trust Deed means the trust deed constituting the Trust on terms approved by the Board and
dealing with the matters contained in schedule 3.
	 
	 	 	Trustee means the trustee to be established by the Company prior to the first issue of
Performance Shares under schedule 3.
	 
	 	 	U.S. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time,
including rules thereunder and successor provisions and rules thereto.
	 
	 	 	U.S. Executive means an Executive of the Company who is subject to taxation in respect of
Options, Performance Rights, Performance Shares, Awards or RSUs in the United States.
	 
	 	 	U.S. Revenue Code means the U.S. Internal Revenue Code of 1986, as amended.





			
	 	 	 
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	 	 	Vesting Condition means, in relation to an Option, a Performance Right or a RSU, a
condition which must be satisfied or waived before that Option, Performance Right or RSU
becomes vested in its holder.
	 
	 	 	Vested Awards means an Award in respect of which Payout Vesting Conditions have been
satisfied.
	 
	 	 	Vested Options means an Option in respect of which Vesting Conditions have been satisfied.
	 
	 	 	Vested Performance Right means a Performance Right in respect of which Vesting Conditions
have been satisfied.
	 
	 	 	Vested RSU means an RSU in respect of which Vesting Conditions have been satisfied.
	 
	 	 	Year of Income means a period of 12 months ending on 30 June in any year and includes the
period commencing on the date of these rules and terminating on the next 30 June and the
period ending on the date of termination of the Plan and commencing on the preceding 1
July.
	 
	8.2	 	Interpretation
	 
	 	 	In these rules, unless the contrary intention appears:






	 	(a)	 	words importing the singular include the plural and vice versa;
	 
	 	(b)	 	subject to paragraphs (c), and (d), references to these rules, or any
particular rule or paragraph of these rules, means these rules, or the relevant rule
or paragraph, as amended from time to time’
	 
	 	(c)	 	in a schedule, references to “these rules” and any particular paragraph of
these rules exclude the paragraphs of the schedules other than the paragraphs of that
schedule;
	 
	 	(d)	 	in:






	 	(i)	 	schedules 1 and 2, references to the rules includes a
reference to any Vesting Condition, any Exercise Condition and any
Supplementary Condition;
	 
	 	(ii)	 	schedule 3, references to the rules includes a reference
to any Minimum Restriction Condition, any Performance Condition and any
Supplementary Condition;
	 
	 	(iii)	 	schedule 4, references to the rules includes a reference
to any Payout Vesting Condition, any Payout Qualification Condition and any
Supplementary Condition;
	 
	 	(iv)	 	schedule 5, references to the rules includes a reference
to any Vesting Condition, any Performance Condition and any Supplementary
Condition;





			
	 	 	 
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	 	(e)	 	the references to Share in the definition of an Option and Performance
Right in rule 8.1 include a reference to a Share resulting from an adjustment;
	 
	 	(f)	 	references to a statute or other law include regulations and other
instruments under it and consolidations, amendments, re-enactments or replacements of
any of them;
	 
	 	(g)	 	references to the exercise of a power or discretion include a decision not
to exercise the power or discretion;
	 
	 	(h)	 	references to a “year” mean any period of 12 months;
	 
	 	(i)	 	the words “include”, “including” or “such as” are not used as, nor are they
to be interpreted as words of limitation, and when introducing a list of items does
not exclude a reference to other items whether of the same class or genus or not;
	 
	 	(j)	 	“Australian dollars”, “dollars”, “A$” or “$” is a reference to the lawful
currency of Australia;
	 
	 	(k)	 	law means common law, principles of equity, and laws made by parliament
(and laws made by parliament include parliamentary laws and regulations and other
instruments under them, and consolidations, amendments, re-enactments or replacements
of any of them);
	 
	 	(l)	 	a group of persons or things is a reference to any two or more of them
jointly and to each of them individually;
	 
	 	(m)	 	if a period of time dates from a given day or the day of an act or event,
it is to be calculated exclusive of that day;
	 
	 	(n)	 	if an act under this agreement to be done by a party on or by a given day
is done after 5.30pm on that day, it is taken to be done on the next day.






	8.3	 	Heading
	 
	 	 	Headings are for convenience only and, except where they are inserted as a means of
cross-reference, do not affect the interpretation of these rules.





			
	 	 	 
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Long Term Incentive Plan




Schedule 1 — Options





	1	 	Invitation to apply for Options
	 
	 	 	An Invitation to an Executive to apply for Options may be on such terms and conditions as
the Board decides from time to time, including as to:






	 	(a)	 	the number of Options for which that Executive may apply;
	 
	 	(b)	 	the amount payable (if any) for the grant of an Option or how it is
calculated;
	 
	 	(c)	 	the Exercise Price (if any) or how it is calculated;
	 
	 	(d)	 	the Prescribed Exercise Date or how it is calculated;
	 
	 	(e)	 	any Vesting Condition;
	 
	 	(f)	 	any Exercise Condition;
	 
	 	(g)	 	any Supplementary Condition; and
	 
	 	(h)	 	the Exercise Period or how it is calculated.






	2	 	Grant of Options
	 
	2.1	 	Company to grant Options
	 
	 	 	On receipt of an application for Options, the Company at the discretion of the Board may
grant Options to the Executive specified in the Invitation, subject to the Terms and
Conditions of Grant.
	 
	2.2	 	Certificate or statement
	 
	 	 	Following the grant of Options under paragraph 2.1, the Company will issue to the
Participant a certificate and/or other document that states or together state with respect
to that grant:






	 	(a)	 	the number of Options granted;
	 
	 	(b)	 	the Exercise Price;
	 
	 	(c)	 	the Grant Date;
	 
	 	(d)	 	where the Options are comprised in two or more Tranches, the number of
Options in each Tranche;
	 
	 	(e)	 	the Prescribed Exercise Date;





			
	 	 	 
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	 	(f)	 	the Exercise Period; and
	 
	 	(g)	 	other terms and conditions (if any) as determined by the Board.






	2.3	 	Restrictions on dealing with Options
	 
	 	 	A Participant may not sell, assign, transfer or otherwise deal with, or grant a Security
Interest over, an Option granted to the Participant. The Option lapses immediately on
purported sale, assignment, transfer, dealing or grant of Security Interest, unless the
Board in its absolute discretion approves the dealing, or the transfer or transmission is
effected by force of law on death or legal incapacity to the Participant’s legal personal
representative.
	 
	3	 	Register of Options
	 
	 	 	Unless the Board determines otherwise, Options granted under these rules (and Shares
issued on their exercise) will be registered in the appropriate register of the Company.
	 
	4	 	Exercise of Options
	 
	4.1	 	Manner of exercise
	 
	 	 	Unless otherwise prohibited from doing so under this paragraph 4, or unless the Option has
lapsed, a Participant may exercise a Participant’s Option:






	 	(a)	 	in accordance with the Terms and Conditions of Grant; and
	 
	 	(b)	 	by paying the Exercise Price to or as directed by the Company.






	 	 	The total Exercise Price payable by a Participant on exercise of Options is the Exercise
Price of an Option (expressed in cents to one decimal place) multiplied by the number of
Options being exercised by that Participant, rounded up to the nearest cent.
	 
	4.2	 	Vesting Conditions and Exercise Condition
	 
	 	 	Subject to paragraph 6, if an Option is subject to a Vesting Condition and/or an Exercise
Condition, it may not be exercised unless all Vesting Conditions and Exercise Conditions
are satisfied (and in any situation referred to in paragraph 4.3(b)(i), is satisfied at
the time of death or other cessation of employment), and then only to the extent permitted
by the Exercise Condition.
	 
	4.3	 	Exercise date
	 
	 	 	A Participant may exercise an Option only on or after:






	 	(a)	 	the Prescribed Exercise Date for the Option; or
	 
	 	(b)	 	any earlier date on which the Participant is entitled to exercise the
Option:





			
	 	 	 
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	 	(i)	 	under this paragraph 4 dealing with the Participant’s
death or otherwise ceasing to be employed by a Group Company, and with
situations where the employer ceases to be a Group Company or the business
in which the Participant is employed is transferred; or
	 
	 	(ii)	 	under paragraph 6 dealing with takeover bids, change of
control, court orders, Reorganisation and winding up.






	4.4	 	Life of Option
	 
	 	 	Notwithstanding any other provision of these rules, the latest date on which an Option
lapses is the date of expiry of the Exercise Period.
	 
	4.5	 	Option will lapse earlier on death or cessation of employment
	 
	 	 	Unless the Exercise Period expires at an earlier date or the Terms of Issue provide
otherwise, a Participant’s Option lapses on the latest of:






	 	(a)	 	the expiry of 24 months after the Participant’s death, if death occurs
before the Option lapses under paragraph (b), (c) or (d);
	 
	 	(b)	 	the expiry of 24 months after the Participant ceases to be employed by a
Group Company by reason of Retirement or permanent disability;
	 
	 	(c)	 	the expiry of 3 months after the Participant ceases to be employed by a
Group Company for any other reason; and
	 
	 	(d)	 	if the Board extends the time during which the Option may be exercised
under paragraph 4.8, the expiry of that time,






	 	 	provided that if the Board issues a notice under paragraph 4.6 or 4.7 advising the
Participant that a Vested Option has lapsed, the Option is deemed to have lapsed on the
date of death or cessation of employment (as the case may be) and the Company has no
obligation to issue the Shares to which the Vested Option relates following any purported
exercise of the Vested Option.
	 
	4.6	 	Exercise of Options on Participant’s death
	 
	 	 	If a Participant dies before exercising an Option, at a time when the individual:






	 	(a)	 	is still an employee of a Group Company; or
	 
	 	(b)	 	having ceased to be employed by a Group Company, falls within the terms of
paragraph 4.7,






	 	 	then (subject to the other provisions of this paragraph 4), the Participant may:






	 	(c)	 	exercise a Vested Option at any time from the date of death until it lapses
pursuant to paragraph 4.4 or 4.5, except a Vested Option is deemed to have lapsed on
the date of death where the Board reasonably determines and provides notice to the
Participant in writing that the Vested Option has lapsed and the Company has no





			
	 	 	 
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	 		 	obligation to issue the Shares to which the Vested Option relates following any
purported exercise of the Vested Option; or
	 
	 	(d)	 	if permitted by the Board in writing, exercise an Option that is not a
Vested Option at any time from the date of death until it lapses.






	4.7	 	Exercise of an Option on ceasing to be employed by a Group Company
	 
	 	 	If, before exercising an Option, a Participant ceases to be employed by a Group Company
(other than by reason of his or her death), then (subject to the other provisions of this
paragraph 4):






	 	(a)	 	if the employment ceases by reason of Retirement, Redundancy, Separation or
otherwise for termination by the relevant Group Company other than in circumstances
set out in paragraph 4.11 the Participant may:






	 	(i)	 	exercise a Vested Option at any time from the date of
cessation of employment until it lapses pursuant to paragraph 4.4 or 4.5,
except a Vested Option is deemed to have lapsed on the date of cessation of
employment where the Board reasonably determines and provides notice to the
Participant in writing that the Vested Option has lapsed and the Company has
no obligation to issue the Shares to which the Vested Option relates
following any purported exercise of the Vested Option; or
	 
	 	(ii)	 	if permitted by the Board in writing, exercise an Option
that is not a Vested Option from the date of cessation of employment until
it lapses; or






	 	(b)	 	if the employment ceases for a reason other than Retirement, Redundancy,
Separation or otherwise for termination by the relevant Group Company other than in
circumstances set out in paragraph 4.11 the Participant may exercise any unexercised
Option at any time from the date of cessation until it lapses, only if permitted by
the Board in writing.






	4.7A 	 	Notwithstanding any other provisions of these rules, a Participant may not exercise an Option
which has lapsed.
	 
	4.8	 	Board may extend time for exercise by Participant
	 
	 	 	The Board may, in writing, extend a period during which a Participant may exercise an
Option under these rules, except the Exercise Period.
	 
	4.9	 	Individual not treated as ceasing to be an employee
	 
	 	 	For the purposes of this paragraph 4, a Participant:






	 	(a)	 	is not treated as ceasing to be an employee of a Group Company unless and
until the individual is no longer an employee of any Group Company, whether or not in
the same capacity as at the time the Option was granted; and





			
	 	 	 
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	 	(b)	 	subject to paragraph 4.10, is not treated as ceasing to be an employee of a
Group Company if the individual is no longer an employee of any Group Company
because:






	 	(i)	 	the individual’s employer ceases to be a Group Company,
whether or not, after the cessation, the individual remains an employee of
that employer; or
	 
	 	(ii)	 	the individual is an employee of a business that is
transferred to a person that is not a Group Company.






	4.10	 	Option lapses if employer ceases to be a Group Company or on change in ownership of business
	 
	 	 	If a Participant is no longer an employee of a Group Company because of circumstances set
out in paragraph 4.9(b)(i) or (ii), then the Options lapse upon this occurring except
where otherwise determined by the Board in writing, in which case the Participant’s
Options lapse on the latest of:






	 	(a)	 	the expiration of 24 months after the date of the cessation or transfer (as
the case may be);
	 
	 	(b)	 	if the Board extends the period during which the Option may be exercised
under paragraph 4.8, the expiration of that time; and
	 
	 	(c)	 	if the Participant dies before the Option lapses under paragraph (a) or
(b), the expiration of 24 months after the individual’s death.






	4.11	 	Option may lapse in the case of fraud or dishonesty
	 
	 	 	If, in the opinion of the Board, a Participant:






	 	(a)	 	has committed (or it is evident the Participant intends to commit), any act
(whether by omission or commission) which amounts or would amount to any of
dishonesty, fraud, wilful misconduct, wilful breach of duty, serious and wilful
negligence or incompetence in the performance of the Participant’s duties; or
	 
	 	(b)	 	is convicted of a criminal offence (other than a minor motor traffic
offence or other trivial offence which does not impact on the Participant’s good fame
and character or ability to perform his/her duties) or is guilty of any other wilful
or recklessly indifferent conduct which, in the reasonable opinion of the Board, may
injure or tend to injure the reputation and/or the business or operations of a Group
Company,






	 	 	the Board may declare that any unexercised Option has lapsed, and the Option lapses
accordingly.
	 
	4.12	 	No exercise of Option on bankruptcy
	 
	 	 	It is a condition precedent to the exercise of an Option that if the Participant is an
individual, the Participant is not bankrupt and has not committed an act of bankruptcy or,
if the Participant is deceased, the Participant’s estate is not





			
	 	 	 
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	 	 	bankrupt or if the Participant is not an individual, the Participant is not insolvent or
subject to a resolution or order for winding up.
	 
	4.13	 	Discretion to determine that Options will not lapse
	 
	 	 	Notwithstanding any other paragraph in this Schedule 1, if a Participant ceases employment
with the Company for any reason, or gives notice of their intention to cease employment
with the Company, the Board may in its absolute discretion (on any conditions which it
thinks fit) decide that some or all of the unvested Options held by the participant do not
lapse, but lapse at the time and subject to the conditions it may specify by notice to the
Participant, which may include one or more of the following:






	 	(a)	 	that the period to which any Vesting Condition and / or any Exercise
Condition relates is reduced to a period shorter than that which would otherwise
apply;
	 
	 	(b)	 	that the Vesting Criteria applicable to an Option be waived; and
	 
	 	(c)	 	that an Option which vests in accordance with the terms and conditions
specified in the notice may be exercised within the period specified in paragraph 4.5
or any shorter period specified in the notice.






	5	 	Delivery of Shares on Exercise of Options
	 
	5.1	 	Issue
	 
	 	 	Subject to paragraphs 5.4 and 5.5 within 15 Business Days after the exercise of a
Participant’s Options, the Company will issue to the Participant the number of Shares
comprised in each Option (expressed to four decimal places) multiplied by the number of
Options exercised by that Participant rounded down to the nearest whole number of Shares.
Subject to the Listing Rules, if a Participant requests that they are allocated CUFS in
respect of the Shares issued, the Company will do everything practicable to promptly
facilitate the issue of CUFS to the Participant in respect of those Shares.
	 
	5.2	 	Shares issued by the Company to rank pari passu
	 
	 	 	All Shares issued on the exercise of a Participant’s Options will rank pari passu in all
respects with the Shares of the same class for the time being on issue except for any
rights attaching to the Shares by reference to a record date prior to the date of their
allotment.
	 
	5.3	 	Shares to be quoted on ASX
	 
	 	 	If Shares of the same class as those issued on the exercise of a Participant’s Options are
quoted on the ASX, the Company will apply to the ASX as required by the Listing Rules for
those Shares to be quoted.
	 
	5.4	 	Restriction as to dealing
	 
	 	 	Where the Shares referred to in paragraph 5.1 are subject (pursuant to the Terms and
Conditions of Grant) to any restriction as to disposal or other





			
	 	 	 
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	 	 	dealing by the Participant for any period, the Board may implement any procedure it deems
appropriate that complies with Applicable Regulations to ensure compliance by the
Participant with this restriction.
	 
	5.5	 	Participant’s agreement
	 
	 	 	By applying for and being granted Options under these rules, each Participant undertakes
that while the Shares acquired by the Participant as a result of the exercise of Options
are subject to any restriction procedure prescribed under paragraph 5.4, the Participant
will not take any action or permit another person to take any action to remove the
restriction procedure.
	 
	5.6	 	Expiry of restriction
	 
	 	 	Upon the expiry of any restriction over a Share, the Company will take all actions
necessary to ensure that the Participant can deal with the Share.
	 
	6	 	Takeover, Reorganisation and winding-up
	 
	6.1	 	Options may be exercised at a time earlier than the Prescribed Exercise Date
	 
	 	 	If, under any of the following provisions of this paragraph 6 (in connection with a
takeover bid, change of control, proposed Reorganisation or winding up) the Board, in its
absolute discretion, gives notice that a Participant may exercise any or all of the
Participant’s Options as determined by the Board within a particular time, then, subject
to the applicable provisions of paragraph 4 (except paragraph 4.2) and to paragraph 6.7,
the Participant may exercise those Options within that time in addition to any other
period during which the Options may be exercised.
	 
	6.2	 	Takeover bid
	 
	 	 	If a takeover bid is made to acquire any Shares, at any time any offers under a takeover
bid remain open for acceptance, the Board may give written notice of the bid to each
Participant, stating that any or all of the Participant’s Options as determined by the
Board may be exercised within 30 days from the date of the notice.
	 
	6.3	 	Application to the court
	 
	 	 	If the Board determines that an application is to be made to a court for a meeting to be
held as described in paragraph 6.5, the Board may give written notice of the application
to each Participant, stating that any or all of the Participant’s Options as determined by
the Board may be exercised up to five Business Days before the hearing of the application.
	 
	6.4	 	Change of control
	 
	 	 	If, pursuant to a takeover bid or otherwise, any person together with their associates
acquire Shares, which when aggregated with Shares already acquired by such person and
their associates, comprise more than 30% of the issued Shares of the Company, the Board
may give written notice to each Participant permitting the Participant to exercise any or
all the Participant’s





			
	 	 	 
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	 	 	Options as determined by the Board within 60 days or such reasonable longer period as
approved by the Board from the last date when any of the Shares referred to were so
acquired.
	 
	6.5	 	Meeting to consider a Reorganisation
	 
	 	 	If, pursuant to the Articles of Association, Applicable Regulations or otherwise, the
Board determines to convene a General Meeting or other meeting of holders of the Company’s
securities or a meeting of the Company’s creditors, or a court orders such a meeting, to
be held in relation to a proposed Reorganisation, the Board may give written notice to
each Participant permitting the Participant to exercise the Participant’s Options before
the time of the meeting.
	 
	6.6	 	Compulsory acquisition, Reorganisation or winding up
	 
	 	 	If:






	 	(a)	 	a person becomes bound or entitled to compulsorily acquire Shares under the
Articles of Association or Applicable Regulations;
	 
	 	(b)	 	a Reorganisation is sanctioned by one or more of the following under the
Articles of Association, Applicable Regulations or otherwise:






	 	(i)	 	a court;
	 
	 	(ii)	 	a General Meeting or other meeting of holders of the
Company’s securities; or
	 
	 	(iii)	 	a meeting of the Company’s creditors; or






	 	(c)	 	the Company passes a resolution for voluntary winding up or an order is
made for the compulsory winding up of the Company,






	 	 	then the Board may give written notice to each Participant permitting the Participant to
exercise the Participant’s Options within a specified period of up to 30 days after the
occurrence of the relevant event.
	 
	6.7	 	Options lapse compulsory acquisition, Reorganisation or winding up
	 
	 	 	If a Participant becomes entitled to exercise the Participant’s Options under paragraph
6.6 then, notwithstanding any other provision in these rules, all Options lapse on the
expiration of the specified period allowed for exercise.
	 
	7	 	Adjustment of Options
	 
	7.1	 	Bonus issue
	 
	 	 	If the Company makes a bonus issue of Shares pro rata to shareholders (other than an issue
in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares
have been allotted in respect of an Option before the record date for determining
entitlements to the bonus issue then number of Shares over which the Option is exercisable
will be increased by the





			
	 	 	 
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	 	 	number of Shares which the Participant would have received if the Option had been
exercised before the record date for the bonus issue.
	 
	7.2	 	Rights issue
	 
	 	 	If:






	 	(a)	 	Shares are offered pro rata for subscription by the Company’s shareholders
generally by way of a rights issue; and
	 
	 	(b)	 	the price at which each Share is so offered is less than the Market Value
on the day of public announcement of the rights issue,






	 	 	the Exercise Price of each Option is reduced according to the following formula unless the
Exercise Price of the Option is nil:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	O’
	 	=
	 	O
	 	-
	 	E[P-(S+D)]	 	 
	 

	 	 	 	 	 	 	 	 	 	N + 1	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	where:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	O’	 	=	 	the new Exercise Price of the Option
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	O	 	=	 	the old Exercise Price of the Option
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	E	 	=	 	the number of Shares to which a Participant is entitled under one Option
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	P	 	=	 	the average market price per Share (weighted by reference to volume) sold
in the ordinary course of trading on the ASX during the 5 trading days ending on the
day before the ex rights date or ex entitlements date
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	S	 	=	 	the subscription price for a Share under the pro rata issue
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	D	 	=	 	the dividend due but not yet paid on the existing Shares (except those to
be issued under the pro rata issue)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N	 	=	 	the number of Shares with rights or entitlements that must be held to
receive a right to one new Share.







	7.3	 	Sub-division, consolidation, reduction or return
	 
	 	 	If there is any reorganisation, including any subdivision, consolidation, reduction or
return of the issued capital of the Company, the number of Options to which each
Participant is entitled or the Exercise Price (if any), or both, will be adjusted in the
way specified by the Listing Rules from time to time.





			
	 	 	 
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	7.4	 	Limited right to participate in new issues
	 
	 	 	Subject to the preceding paragraphs, during the currency of a Participant’s Option and
before its exercise, the Participant is not entitled to participate in any new issue of
securities of the Company as a result of holding the Option.
	 
	7.5	 	Cumulation of adjustments
	 
	 	 	Full effect must be given to these paragraphs 7.1, 7.2 and 7.3 as and when occasions of
their application arise and in such manner that the effects of the successive applications
of them are cumulative, the intention being that the adjustments they progressively effect
must be such as to reflect in relation to the Shares comprised in an Option the
adjustments which on the occasions in question are progressively effective in relation to
Shares already on issue. All adjustment calculations are to be to four decimal places and
in the case of the Exercise Price (if any), to four decimal places expressed in cents.
	 
	 	 	Unless otherwise provided in these rules, a Participant has no right to:






	 	(a)	 	change the Exercise Price of the Option; or
	 
	 	(b)	 	change the number of Shares over which the Option can be exercised.





			
	 	 	 
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Long Term Incentive Plan




Schedule 2 – Performance Rights





	1	 	Invitation to apply for Performance Rights
	 
	 	 	An Invitation to an Executive to apply for Performance Rights may be made on such terms
and conditions as the Board decides from time to time, including as to:






	 	(a)	 	the number of Performance Rights for which that Executive may apply;
	 
	 	(b)	 	the amount payable (if any) for the grant of a Performance Right or how it
is calculated;
	 
	 	(c)	 	the Exercise Price (if any) or how it is calculated;
	 
	 	(d)	 	the Prescribed Exercise Date or how it is calculated;
	 
	 	(e)	 	any Vesting Condition;
	 
	 	(f)	 	any Exercise Condition;
	 
	 	(g)	 	any Supplementary Condition; and
	 
	 	(h)	 	the Exercise Period or how it is calculated.






	2	 	Grant of Performance Rights
	 
	2.1	 	Company to grant Performance Rights
	 
	 	 	On receipt of an application for Performance Rights, the Company at the discretion of the
Board may grant Performance Rights to the Executive specified in the Invitation, subject
to the Terms and Conditions of Grant.
	 
	2.2	 	Certificate or statement
	 
	 	 	Following the grant of Performance Rights under paragraph 2.1, the Company will issue to
the Participant a certificate and/or other document that states or together state with
respect to that grant:






	 	(a)	 	the number of Performance Rights granted;
	 
	 	(b)	 	the Exercise Price;
	 
	 	(c)	 	the Grant Date;
	 
	 	(d)	 	where the Performance Rights are comprised in two or more Tranches, the
number of Performance Rights in each Tranche;





			
	 	 	 
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	 	(e)	 	the Prescribed Exercise Date;
	 
	 	(f)	 	the Exercise Period; and
	 
	 	(g)	 	other terms and conditions (if any) as determined by the Board.






	2.3	 	Restriction on dealing
	 
	 	 	A Participant may not sell, assign, transfer or otherwise deal with, or grant a Security
Interest over, a Performance Right granted to the Participant. The Performance Right
lapses immediately on purported sale, assignment, transfer, dealing or grant of Security
Interest, unless the Board in its absolute discretion approves the dealing or the transfer
or transmission is effected by force of law on death or legal incapacity to the
Participant’s legal personal representative.
	 
	3	 	Register of Performance Rights
	 
	 	 	Unless the Board determines otherwise, Performance Rights granted under these rules (and
Shares issued or transferred to the relevant Participant on their exercise) will be
registered in the appropriate register of the Company.
	 
	4	 	Exercise of Performance Rights
	 
	4.1	 	Manner of exercise
	 
	 	 	Unless otherwise prohibited from doing so under this paragraph 4, or unless the
Performance Right has lapsed, a Participant may exercise a Participant’s Performance
Right:






	 	(a)	 	in accordance with the Terms and Conditions of Grant; and
	 
	 	(b)	 	by paying the Exercise Price (if any) to or as directed by the Company.






	 	 	The total Exercise Price (if any) payable by a Participant on exercise of Performance
Rights is the Exercise Price of a Performance Right (if any) (expressed in cents to one
decimal place) multiplied by the number of Performance Rights being exercised by that
Participant, rounded up to the nearest cent.
	 
	4.2	 	Vesting Conditions and Exercise Condition
	 
	 	 	Subject to paragraph 6, if a Performance Right is subject to a Vesting Condition and/or an
Exercise Condition, it may not be exercised unless all Vesting Conditions and Exercise
Conditions are satisfied (and in any situation referred to in paragraph 4.3(b)(i), is
satisfied at the time of death or other cessation of employment), and then only to the
extent permitted by the Exercise Condition.
	 
	4.3	 	Exercise date
	 
	 	 	A Participant may exercise a Performance Right only on or after:





			
	 	 	 
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	 	(a)	 	the Prescribed Exercise Date for the Performance Right; or
	 
	 	(b)	 	any earlier date on which the Participant is entitled to exercise the
Performance Right:






	 	(i)	 	under this paragraph 4 dealing with the Participant’s
death or otherwise ceasing to be employed by a Group Company, and with
situations where the employer ceases to be a Group Company or the business
in which the Participant is employed is transferred; or
	 
	 	(ii)	 	under paragraph 6 dealing with takeover bids, change of
control, Reorganisation and winding up.






	4.4	 	Life of Performance Right
	 
	 	 	Notwithstanding any other provision of these rules, the latest date on which a Performance
Right lapses is the date of expiry of the Exercise Period.
	 
	4.5	 	Performance Right will lapse earlier on death or cessation of employment
	 
	 	 	Unless the Exercise Period expires at an earlier date or the Terms of Issue provide
otherwise, a Participant’s Performance Right lapses on the latest of:






	 	(a)	 	the expiry of 24 months after the Participant’s death, if death occurs
before the Performance Right lapses under paragraph (b), (c) or (d);
	 
	 	(b)	 	the expiry of 24 months after the Participant ceases to be employed by a
Group Company by reason of Retirement or permanent disability;
	 
	 	(c)	 	the expiry of 3 months after the Participant ceases to be employed by a
Group Company for any other reason; and
	 
	 	(d)	 	if the Board extends the time during which the Performance Right may be
exercised under paragraph 4.8, the expiry of that time,






	 	 	provided that if the Board issues a notice under paragraph 4.6 or 4.7 advising the
Participant that a Vested Performance Right has lapsed, the Performance Right is deemed to
have lapsed on the date of death or cessation of employment (as the case may be) and the
Company has no obligation to issue or cause to be transferred the Shares to which the
Vested Performance Right relates following any purported exercise of the Vested
Performance Right.
	 
	4.6	 	Exercise of Performance Rights on Participant’s death
	 
	 	 	If a Participant dies before exercising a Performance Right, at a time when the
individual:






	 	(a)	 	is still an employee of a Group Company; or
	 
	 	(b)	 	having ceased to be employed by a Group Company, falls within the terms of
paragraph 4.7,





			
	 	 	 
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	 	 	then (subject to the other provisions of this paragraph 4), the Participant may:






	 	(c)	 	exercise a Vested Performance Right at any time from the date of death
until it lapses pursuant to paragraph 4.4 or 4.5, except a Vested Performance Right
is deemed to have lapsed on the date of death where the Board reasonably determines
and provides notice to the Participant in writing that the Vested Performance Right
has lapsed and the Company has no obligation to issue or cause to be transferred the
Shares to which the Vested Performance Right relates following any purported exercise
of the Vested Performance Right; or
	 
	 	(d)	 	if permitted by the Board in writing, exercise a Performance Right that is
not a Vested Performance Right at any time from the date of death until it lapses.






	4.7	 	Exercise of a Performance Right on ceasing to be employed by a Group Company
	 
	 	 	If, before exercising a Performance Right, a Participant ceases to be employed by a Group
Company (other than by reason of his or her death), then (subject to the other provisions
of this paragraph 4):






	 	(a)	 	if the employment ceases by reason of Retirement, Redundancy, Separation or
otherwise for termination by the relevant Group Company other than in circumstances
set out in paragraph 4.11 the Participant may:






	 	(i)	 	exercise a Vested Performance Right at any time from the
date of cessation of employment until it lapses pursuant to paragraph 4.4 or
4.5, except a Vested Performance Right is deemed to have lapsed on the date
of cessation of employment where the Board reasonably determines and
provides notice to the Participant in writing that the Vested Performance
Right has lapsed and the Company has no obligation to issue or cause to be
transferred the Shares to which the Vested Performance Right relates
following any purported exercise of the Vested Performance Right; or
	 
	 	(ii)	 	if permitted by the Board in writing, exercise a
Performance Right that is not a Vested Performance Right from the date of
cessation of employment until it lapses; or






	 	(b)	 	if the employment ceases for a reason other than Retirement, Redundancy,
Separation or otherwise for termination by the relevant Group Company other than in
circumstances set out in paragraph 4.11 the Participant may exercise any unexercised
Performance Right at any time from the date of cessation until it lapses, only if
permitted by the Board in writing.






	4.7A 	 	Notwithstanding any other provisions of these rules, a Participant may not exercise a
Performance Right which has lapsed.





			
	 	 	 
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	4.8	 	Board may extend time for exercise by Participant
	 
	 	 	The Board may, in writing, extend a period during which a Participant may exercise a
Performance Right under these rules, except the Exercise Period.
	 
	4.9	 	Individual not treated as ceasing to be an employee
	 
	 	 	For the purposes of this paragraph 4, a Participant:






	 	(a)	 	is not treated as ceasing to be an employee of a Group Company unless and
until the individual is no longer an employee of any Group Company, whether or not in
the same capacity as at the time the Performance Right was granted; and
	 
	 	(b)	 	subject to paragraph 4.10, is not treated as ceasing to be an employee of a
Group Company if the individual is no longer an employee of any Group Company
because:






	 	(i)	 	the individual’s employer ceases to be a Group Company,
whether or not, after the cessation, the individual remains an employee of
that employer; or
	 
	 	(ii)	 	the individual is an employee of a business that is
transferred to a person that is not a Group Company.






	4.10	 	Performance Right lapses if employer ceases to be a Group Company or on change in ownership
of business
	 
	 	 	If a Participant is no longer an employee of a Group Company because of circumstances set
out in paragraph 4.9(b)(i) or (ii), then the Performance Rights lapse upon this occurring
except where otherwise determined by the Board in writing, in which case the Participant’s
Performance Rights lapse on the latest of:






	 	(a)	 	the expiration of 24 months after the date of the cessation or transfer (as
the case may be);
	 
	 	(b)	 	if the Board extends the period during which the Performance Right may be
exercised under paragraph 4.8, the expiration of that time; and
	 
	 	(c)	 	if the Participant dies before the Performance Right lapses under paragraph
(a) or (b), the expiration of 24 months after the individual’s death.






	4.11	 	Performance Right may lapse in the case of fraud or dishonesty
	 
	 	 	If, in the opinion of the Board, a Participant:






	 	(a)	 	has committed (or it is evident the Participant intends to commit), any act
(whether by omission or commission) which amounts or would amount to any of
dishonesty, fraud, wilful misconduct, wilful breach of duty, serious and wilful
negligence or incompetence in the performance of the Participant’s duties; or
	 
	 	(b)	 	is convicted of a criminal offence (other than a minor motor traffic
offence or other trivial offence which does not impact on the





			
	 	 	 
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	 	 	 	Participant’s good fame and character or ability to perform his/her duties) or is
guilty of any other wilful or recklessly indifferent conduct which, in the
reasonable opinion of the Board, may injure or tend to injure the reputation
and/or the business or operations of a Group Company,






	 	 	the Board may declare that any unexercised Performance Right has lapsed, and the
Performance Right lapses accordingly.
	 
	4.12	 	No exercise of Performance Right on bankruptcy
	 
	 	 	It is a condition precedent to the exercise of a Performance Right that if the Participant
is an individual, the Participant is not bankrupt and has not committed an act of
bankruptcy or, if the Participant is deceased, the Participant’s estate is not bankrupt or
if the Participant is not an individual, the Participant is not insolvent or subject to a
resolution or order for winding up.
	 
	4.13	 	Discretion to determine that Performance Rights will not lapse
	 
	 	 	Notwithstanding any other paragraph in this Schedule 2, if a Participant ceases employment
with the Company for any reason, or gives notice of their intention to cease employment
with the Company, the Board may in its absolute discretion (on any conditions which it
thinks fit) decide that some or all of the unvested Performance Rights held by the
participant do not lapse, but lapse at the time and subject to the conditions it may
specify by notice to the Participant, which may include one or more of the following:






	 	(a)	 	that the period to which any Vesting Condition and / or any Exercise
Condition relates is reduced to a period shorter than that which would otherwise
apply;
	 
	 	(b)	 	that the Vesting Criteria applicable to a Performance Right be waived; and
	 
	 	(c)	 	that a Performance Right which vests in accordance with the terms and
conditions specified in the notice may be exercised within the period specified in
paragraph 4.5 or any shorter period specified in the notice.






	5	 	Delivery of Shares on Exercise of Performance Rights
	 
	5.1	 	Issue or transfer
	 
	 	 	Subject to paragraphs 5.4 and 5.5 within 15 Business Days after the exercise of a
Participant’s Performance Rights, the Company will issue or cause to be transferred to a
Participant the number of Shares comprised in each Performance Right (expressed to four
decimal places) multiplied by the number of Performance Rights exercised by that
Participant rounded down to the nearest whole number of Shares. Subject to the Listing
Rules, if a Participant requests that they are allocated CUFS in respect of the Shares
issued, the Company will do everything practicable to promptly facilitate the issue of
CUFS to the Participant in respect of those Shares.





			
	 	 	 
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	5.2	 	Shares to rank pari passu
	 
	 	 	All Shares issued or transferred on the exercise of a Participant’s Performance Rights
will rank pari passu in all respects with the Shares of the same class for the time being
on issue except for any rights attaching to the Shares by reference to a record date prior
to the date of their allotment or transfer.
	 
	5.3	 	Shares to be quoted on ASX
	 
	 	 	If Shares of the same class as those issued on the exercise of a Participant’s Performance
Rights are quoted on the ASX, the Company will apply to the ASX as required by the Listing
Rules for those Shares to be quoted.
	 
	5.4	 	Restriction as to dealing
	 
	 	 	Where the Shares referred to in paragraph 5.1 are subject (pursuant to the Terms and
Conditions of Grant) to any restriction as to disposal or other dealing by the Participant
for any period, the Board may implement any procedure it deems appropriate that complies
with Applicable Regulations to ensure compliance by the Participant with this restriction.
	 
	5.5	 	Participant’s agreement
	 
	 	 	By applying for and being granted Performance Rights under these rules, each Participant
undertakes that while the Shares acquired by the Participant as a result of the exercise
of Performance Rights are subject to any restriction procedure prescribed under paragraph
5.4, the Participant will not take any action or permit another person to take any action
to remove the restriction procedure.
	 
	5.6	 	Expiry of restriction
	 
	 	 	Upon the expiry of any restriction over a Share, the Company will take all actions
necessary to ensure that the Participant can deal with the Share.
	 
	6	 	Takeover, Reorganisation and winding-up
	 
	6.1	 	Performance Rights may be exercised at a time earlier than the Prescribed Exercise Date
	 
	 	 	If, under any of the following provisions of this paragraph 6 (in connection with a
takeover bid, change of control, proposed Reorganisation or winding u) the Board, in its
absolute discretion, gives notice that a Participant may exercise any or all of the
Participant’s Performance Rights as determined by the Board within a particular time,
then, subject to the applicable provisions of paragraph 4 (except paragraph 4.2) and to
paragraph 6.7, the Participant may exercise those Performance Rights within that time in
addition to any other period during which the Performance Rights may be exercised.
	 
	6.2	 	Takeover bid
	 
	 	 	If a takeover bid is made to acquire any Shares, at any time any offers under a takeover
bid remain open for acceptance, the Board may give written notice of the bid to each
Participant, stating that any or all of the Participant’s





			
	 	 	 
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	 	 	Performance Rights as determined by the Board may be exercised within 30 days from the
date of the notice.






	6.3	 	Application to the court
	 
	 	 	If the Board determines that an application is to be made to a court for a meeting to be
held as described in paragraph 6.5, the Board may give written notice of the application
to each Participant, stating that any or all of the Participant’s Performance Rights as
determined by the Board may be exercised up to five Business Days before the hearing of
the application.
	 
	6.4	 	Change of control
	 
	 	 	If, pursuant to a takeover bid or otherwise, any person together with their associates
acquire Shares, which when aggregated with Shares already acquired by such person and
their associates, comprise more than 30% of the issued Shares of the Company, the Board
may give written notice to each Participant permitting the Participant to exercise any or
all the Participant’s Performance Rights as determined by the Board within 60 days or such
reasonable longer period as approved by the Board from the last date when any of the
Shares referred to were so acquired.
	 
	6.5	 	Meeting to consider a Reorganisation
	 
	 	 	If, pursuant to the Articles of Association, Applicable Regulations or otherwise, the
Board determines to convene a General Meeting or other meeting of holders of the Company’s
securities or a meeting of the Company’s creditors, or a court orders such a meeting, to
be held in relation to a proposed Reorganisation, the Board may give written notice to
each Participant permitting the Participant to exercise the Participant’s Performance
Rights before the time of the meeting.
	 
	6.6	 	Compulsory acquisition, Reorganisation or winding up
	 
	 	 	If:






	 	(a)	 	a person becomes bound or entitled to compulsorily acquire Shares in the
Company under the Articles of Association or Applicable Regulations;
	 
	 	(b)	 	a Reorganisation is sanctioned by one or more of the following under the
Articles of Association, Applicable Regulations or otherwise:






	 	(i)	 	a court;
	 
	 	(ii)	 	a General Meeting or other meeting of holders of the
Company’s securities; or
	 
	 	(iii)	 	a meeting of the Company’s creditors; or






	 	(c)	 	the Company passes a resolution for voluntary winding up or an order is
made for the compulsory winding up of the Company,





			
	 	 	 
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	 	 	then the Board may give written notice to each Participant permitting the Participant to
exercise the Participant’s Performance Rights within a specified period of up to 30 days
after the occurrence of the relevant event.






	6.7	 	Performance Rights lapse on compulsory acquisition, Reorganisation or winding up
	 
	 	 	If a Participant becomes entitled to exercise the Participant’s Performance Rights under
paragraph 6.6 then, notwithstanding any other provision in these rules, all Performance
Rights lapse on the expiration of the specified period allowed for exercise.
	 
	7	 	Adjustment of Performance Rights
	 
	7.1	 	Bonus issue
	 
	 	 	If the Company makes a bonus issue of Shares pro rata to shareholders (other than an issue
in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares
have been allotted in respect of a Performance Right before the record date for
determining entitlements to the bonus issue then number of Shares over which the
Performance Right is exercisable will be increased by the number of Shares which the
Participant would have received if the Performance Right had been exercised before the
record date for the bonus issue.
	 
	7.2	 	Rights issue
	 
	 	 	If:






	 	(a)	 	Shares are offered pro rata for subscription by the Company’s shareholders
generally by way of a rights issue; and
	 
	 	(b)	 	the price at which each Share is so offered is less than the Market Value
on the day of public announcement of the rights issue,






	 	 	the Exercise Price of each Performance Right is reduced according to the following formula
unless the Exercise Price of the Performance Right is nil:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	O’
	 	=
	 	O
	 	-
	 	E[P-(S+D)]	 	 
	 

	 	 	 	 	 	 	 	 	 	N + 1	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	where:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	O’	 	=	 	the new Exercise Price of the Performance Right
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	O	 	=	 	the old Exercise Price of the Performance Right
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	E	 	=	 	the number of Shares to which a Participant is entitled under one
Performance Right
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	P	 	=	 	the average market price per Share (weighted by reference to volume) sold
in the ordinary course of trading on the ASX during the 5 trading days ending on the
day before the ex rights date or ex entitlements date






			
	 	 	 
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	 	 	S	 	=	 	the subscription price for a Share under the pro rata issue
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	D	 	=	 	the dividend due but not yet paid on the existing Shares (except those to
be issued under the pro rata issue)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N	 	=	 	the number of Shares with rights or entitlements that must be held to
receive a right to one new Share.







	7.3	 	Sub-division, consolidation, reduction or return
	 
	 	 	If there is any reorganisation, including any subdivision, consolidation, reduction or
return of the issued capital of the Company, the number of Performance Rights to which
each Participant is entitled or the Exercise Price (if any), or both, will be adjusted in
the way specified by the Listing Rules from time to time.
	 
	7.4	 	Limited right to participate in new issues
	 
	 	 	Subject to the preceding paragraphs, during the currency of a Participant’s Performance
Right and before its exercise, the Participant is not entitled to participate in any new
issue of securities of the Company as a result of holding the Performance Right.
	 
	7.5	 	Cumulation of adjustments
	 
	 	 	Full effect must be given to these paragraphs 7.1, 7.2 and 7.3 as and when occasions of
their application arise and in such manner that the effects of the successive applications
of them are cumulative, the intention being that the adjustments they progressively effect
must be such as to reflect in relation to the Shares comprised in a Performance Right the
adjustments which on the occasions in question are progressively effective in relation to
Shares already on issue. All adjustment calculations are to be to four decimal places and
in the case of the Exercise Price (if any), to four decimal places expressed in cents.
	 
	 	 	Unless otherwise provided in these rules, a Participant has no right to:






	 	(a)	 	change the Exercise Price of the Performance Right; or
	 
	 	(b)	 	change the number of Shares over which the Performance Right can be
exercised.





			
	 	 	 
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Schedule 3 — Performance Shares





	1	 	Invitation to apply for Performance Shares
	 
	 	 	An Invitation to an Executive to apply for Performance Shares may be made on such terms
and conditions as the Board decides from time to time, including as to:






	 	(a)	 	the number of Performance Shares or the method of calculating the number of
Performance Shares for which the Executive may apply;
	 
	 	(b)	 	whether the Performance Shares will CUFS or Shares;
	 
	 	(c)	 	the amount payable (if any) for the Performance Shares or how it is
calculated;
	 
	 	(d)	 	the Prescribed Withdrawal Date or how it is calculated;
	 
	 	(e)	 	any Minimum Restriction Condition;
	 
	 	(f)	 	any Performance Condition; and
	 
	 	(g)	 	any Supplementary Condition.






	2	 	Acquisition and allocation of Shares by Trustee
	 
	2.1	 	Capital contributions to Trust
	 
	 	 	On and from commencement of the Performance Share Plan, the Company or any Subsidiary may
pay to the Trustee amounts determined by the Company from time to time to fund the
Performance Share Plan, including acquisition of Shares and/or CUFS for the purposes of
the Performance Share Plan or Plan Expenses.
	 
	2.2	 	Application of capital contribution
	 
	 	 	The Trustee may use any amounts received under paragraph 2.1 to acquire Shares and/or CUFS
for the benefit of Participants, as directed from time to time by the Company. The
Trustee must not repay to any Group Company any amount received as contributions for the
acquisition of Shares.
	 
	2.3	 	Shares and CUFS held for Participants
	 
	 	 	On receipt of an application for Performance Shares, the Company at the discretion of the
Board may cause the Trustee to hold Participant Shares on behalf of a Participant subject
to the Terms of Conditions.





			
	 	 	 
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	2.4	 	Shares and CUFS registered in name of Trustee
	 
	 	 	Shares or CUFS acquired for a Participant under the Performance Share Plan are to be
registered in the name of the Trustee, or a nominee of the Trustee, as determined from
time to time and must be allocated to the Share Account of that Participant. A
Participant has no rights and obligations under the Performance Share Plan unless and
until Shares or CUFS which are registered in the name of the Trustee are allocated to that
Participant’s Share Account.
	 
	2.5	 	Quotation
	 
	 	 	The Company must apply to ASX for official quotation of any Shares issued to the Trustee.
	 
	2.6	 	Notification to Participant
	 
	 	 	The Company must ensure that each Participant is notified in writing when Shares or CUFS
are acquired and registered in the name of the Trustee for the benefit of that Participant
and allocated to that Participant’s Share Account.
	 
	2.7	 	No fractions
	 
	 	 	The Trustee must not hold fractions of Shares or CUFS on behalf of a Participant. Any
Shares remaining after the allocation of whole Shares to a Participant may be held in
Reserve Account used by the Trustee to satisfy future applications made under the
Performance Share Plan.
	 
	3	 	Restrictions on dealing with Participant Shares
	 
	3.1	 	Restriction on dealing
	 
	 	 	Except as provided in these rules, a Participant may not dispose of, deal in, or grant a
Security Interest over, any interest in their Participant Shares (whether or not the
Shares are subject to Minimum Restriction Conditions or Performance Conditions).
	 
	3.2	 	Arrangements to enforce restriction
	 
	 	 	The Trustee is entitled to make any arrangements it considers necessary to enforce the
restriction in paragraph 3.1 and any Minimum Restriction Conditions or Performance
Conditions, and Participants are bound by those arrangements and must take any steps
reasonably required by the Trustee.
	 
	4	 	Dealing in Participant Shares
	 
	4.1	 	Withdrawal of Participant Shares






	 	(a)	 	Unless otherwise prohibited from doing so under this paragraph 4, or unless
the Participant Share has been forfeited, a Participant may submit a Notice of
Withdrawal of Shares in accordance with the Terms and Conditions.
	 
	 	(b)	 	The Trustee may in its absolute discretion reject a Notice of Withdrawal of
Shares.





			
	 	 	 
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	4.2	 	Minimum Restriction Conditions and Performance Conditions
	 
	 	 	Subject to paragraph 9, if a Participant Share is subject to a Minimum Restriction
Condition and/or a Performance Condition, a Participant may not submit a Notice of
Withdrawal of Shares unless all Minimum Restriction Conditions and Performance Conditions
are satisfied (and in any situation referred to in paragraph 4.3(b)(i), is satisfied at
the time of death or other cessation of employment), and then only to the extent permitted
by the Performance Condition.
	 
	4.3	 	Withdrawal
	 
	 	 	A Participant may submit a Notice of Withdrawal of Shares only on or after:






	 	(a)	 	the Prescribed Withdrawal Date for the Participant Share; or
	 
	 	(b)	 	any earlier date on which the Participant is entitled submit a Notice of
Withdrawal of Shares:






	 	(i)	 	under this paragraph 4 dealing with the Participant’s
death or otherwise ceasing to be employed by a Group Company, and with
situations where the employer ceases to be a Group Company or the business
in which the Participant is employed is transferred; or
	 
	 	(ii)	 	under paragraph 9 dealing with takeover bids, change of
control, court orders, Reorganisations and winding up.






	4.4	 	Participant Share will be forfeited earlier on death or cessation of employment
	 
	 	 	A Participant’s Participant Shares will be forfeited for $1.00 in total unless the Terms of
Issue provide otherwise on the latest of:






	 	(a)	 	the expiry of 24 months after the Participant’s death, if death occurs
before the Participant Share is forfeited under paragraph (b), (c) or (d);
	 
	 	(b)	 	the expiry of 24 months after the Participant ceases to be employed by a
Group Company by reason of Retirement or permanent disability;
	 
	 	(c)	 	the expiry of 3 months after the Participant ceases to be employed by a
Group Company for any other reason; and
	 
	 	(d)	 	if the Board extends the time during which a Notice of Withdrawal of Shares
may be submitted under paragraph 4.7, the expiry of that time,






	 	 	provided that if the Board issues a notice under paragraph 4.5 or 4.6 advising the
Participant that a Participant Share has been forfeited, the Participant Share is deemed
to have been forfeited on the date of death or cessation of employment (as the case may
be) and the Trustee and the Company has no obligation to comply with a Notice of
Withdrawal of Shares purportedly submitted in respect of that Participant Share.





			
	 	 	 
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	4.5	 	Withdrawal on Participant’s death
	 
	 	 	If a Participant dies before submitting a Notice of Withdrawal of Shares, at a time when
the individual:






	 	(a)	 	is still an employee of a Group Company; or
	 
	 	(b)	 	having ceased to be employed by a Group Company, falls within the terms of
paragraph 4.6,






	 	 	then (subject to the other provisions of this paragraph 4), the Participant may:






	 	(c)	 	where the Minimum Restriction Conditions (if any) of a Participant Share
have been satisfied, submit a Notice of Withdrawal of Shares in respect of that
Participant Share at any time from the date of death until it is forfeited pursuant
to paragraph 4.4, except a Participant Share is deemed to have been forfeited on the
date of death where the Board reasonably determines and provides notice to the
Participant in writing that the Participant Share has been forfeited the Trustee and
the Company has no obligation to comply with a Notice of Withdrawal of Shares
purportedly submitted in respect of that Participant Share; or
	 
	 	(d)	 	where the Minimum Restriction Conditions (if any) of a Participant Share
have not been satisfied, if permitted by the Board in writing, submit a Notice of
Withdrawal of Shares in respect of that Participant Share at any time from the date
of death until it is forfeited.






	4.6	 	Withdrawal on ceasing to be employed by a Group Company
	 
	 	 	If, before submitting a Notice of Withdrawal of Shares, a Participant ceases to be
employed by a Group Company (other than by reason of his or her death), then (subject to
the other provisions of this paragraph 4):






	 	(a)	 	if the employment ceases by reason of Retirement, Redundancy, Separation or
otherwise for termination by the relevant Group Company other than in circumstances
set out in paragraph 4.10 the Participant may:






	 	(i)	 	where the Minimum Restriction Conditions (if any) of a
Participant Share have been satisfied, submit a Notice of Withdrawal of
Shares in respect of that Participant Share at any time from the date of
cessation of employment until it is forfeited pursuant to paragraph 4.4,
except a Participant Share is deemed to have been forfeited on the date of
cessation of employment where the Board reasonably determines and provides
notice to the Participant in writing that the Participant Share has been
forfeited and the Trustee and the Company has no obligation to comply with a
Notice of Withdrawal of Shares purportedly submitted in respect of that
Participant Share; or
	 
	 	(ii)	 	where the Minimum Restriction Conditions (if any) of a
Participant Share have not been satisfied, if permitted by the Board in
writing, submit a Notice of Withdrawal of Shares in





			
	 	 	 
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	 	 	 	respect of that Participant Share from the date of cessation of
employment until it is forfeited; or






	 	(b)	 	if the employment ceases for a reason other than Retirement, Redundancy,
Separation or otherwise for termination by the relevant Group Company other than in
circumstances set out in paragraph 4.10 the Participant may submit a Notice of
Withdrawal of Shares at any time from the date of cessation until it is forfeited,
only if permitted by the Board in writing.






	4.7A 	 	Notwithstanding any other provisions of these rules, a Participant may not submit a Notice of
Withdrawal of Shares in relation to a Participant Share under these rules if the Participant
Share has been forfeited.
	 
	4.7	 	Board may extend time for Notice of Withdrawal of Shares
	 
	 	 	Subject to paragraph 4.13, the Board may, in writing, extend a period during which a
Participant may submit a Notice of Withdrawal of Shares under these rules.
	 
	4.8	 	Individual not treated as ceasing to be an employee
	 
	 	 	For the purposes of this paragraph 4, a Participant:






	 	(a)	 	is not treated as ceasing to be an employee of a Group Company unless and
until the individual is no longer an employee of any Group Company, whether or not in
the same capacity as at the time the Participant Share was granted; and






	 	(b)	 	subject to paragraph 4.9, is not treated as ceasing to be an employee of a
Group Company if the individual is no longer an employee of any Group Company
because:






	 	(i)	 	the individual’s employer ceases to be a Group Company,
whether or not, after the cessation, the individual remains an employee of
that employer; or






	 	(ii)	 	the individual is an employee of a business that is
transferred to a person that is not a Group Company.






	4.9	 	Participant Share will be forfeited if employer ceases to be a Group Company or on change in
ownership of business
	 
	 	 	If a Participant is no longer an employee of a Group Company because of circumstances set
out in paragraph 4.8(b)(i) or (ii), then the Participant’s Shares are forfeited for a
total of $1.00 upon this occurring except where otherwise determined by the Board in
writing, in which case the Participant’s Shares will be forfeited for a total of $1.00 on
the latest of:






	 	(a)	 	the expiration of 24 months after the date of the cessation or transfer (as
the case may be);
	 
	 	(b)	 	if the Board extends the period during which a Notice of Withdrawal of
Shares may be submitted under paragraph 4.7, the expiration of that time; and





			
	 	 	 
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	 	(c)	 	if the Participant dies before the Participant Share is forfeited under
paragraph (a) or (b), the expiration of 24 months after the individual’s death.






	4.10	 	Participant Share may be forfeited in the case of fraud or dishonesty
	 
	 	 	If, in the opinion of the Board, a Participant:






	 	(a)	 	has committed (or it is evident the Participant intends to commit), any act
(whether by omission or commission) which amounts or would amount to any of
dishonesty, fraud, wilful misconduct, wilful breach of duty, serious and wilful
negligence or incompetence in the performance of the Participant’s duties; or
	 
	 	(b)	 	is convicted of a criminal offence (other than a minor motor traffic
offence or other trivial offence which does not impact on the Participant’s good fame
and character or ability to perform his/her duties) or is guilty of any other wilful
or recklessly indifferent conduct which, in the reasonable opinion of the Board, may
injure or tend to injure the reputation and/or the business or operations of a Group
Company,






	 	 	the Board may declare that any or all of the Participant’s Participant Shares have been
forfeited for a total of $1.00, and the Participant Shares are forfeited accordingly.
	 
	4.10A Discretion to determine that Performance Shares will not be forfeited
	 
	 	 	Notwithstanding any other paragraph in this Schedule 3, if a Participant ceases employment
with the Company for any reason, or gives notice of their intention to cease employment
with the Company, the Board may in its absolute discretion (on any conditions which it
thinks fit) decide that some or all of the Participant’s unvested Performance Shares will
not be forfeited at that time, but will be forfeited at the time and subject to the
conditions it may specify by notice to the Participant, which may include one or more of
the following:






	 	(c)	 	that the period to which any Minimum Restriction Conditions and / or any
Performance Condition relates is reduced to a period shorter than that which would
otherwise apply;
	 
	 	(d)	 	that the Minimum Restriction Condition applicable to a Performance Share be
waived; and
	 
	 	(e)	 	that a Performance Share which vests in accordance with the terms and
conditions specified in the notice may be exercised within the period specified in
paragraph 4.4 or any shorter period specified in the notice.






	4.11	 	Withdrawal not permitted on bankruptcy
	 
	 	 	It is a condition precedent to submitting a Notice of Withdrawal of Shares that if the
Participant is an individual, the Participant is not bankrupt and has not committed an act
of bankruptcy or, if the Participant is deceased, the Participant’s estate is not bankrupt
or if the Participant is not an individual,





			
	 	 	 
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	 	 	the Participant is not insolvent or subject to a resolution or order for winding up.
	 
	4.12	 	Shares/CUFS held in Reserve Account
	 
	 	 	Where Shares or CUFS are forfeited under this paragraph 4, the Trustee may either hold
those Shares or CUFS (as applicable) in the Reserve Account or sell those Shares or CUFS
and hold those proceeds to the Reserve Account.
	 
	4.13	 	Release of Participant Shares after 10 years
	 
	 	 	Subject to this paragraph 4, if a Participant has not submitted a Notice of Withdrawal of
Shares to the Trustee within 30 days after the 10th anniversary of the Acquisition Date of
the Participant’s Shares, then the Board may, in its absolute discretion, direct the
Trustee (which direction the Trustee must comply with) to either:






	 	(a)	 	transfer to the Participant some or all of the Participant’s Shares held by
the Trustee on behalf of the Participant (and, in this case, the Participant
irrevocably directs the Trustee to do all that is necessary on behalf of the
Participant to effect and complete the transfer); or
	 
	 	(b)	 	sell, on behalf of the Participant, some or all of the Participant’s Shares
held by the Trustee on behalf of the Participant.






	4.14	 	Application of sale proceeds
	 
	 	 	If the Participant’s Shares are sold by the Trustee on behalf of the Participant, the
Trustee must apply the proceeds of sale:






	 	(a)	 	first, in payment of any stamp duty, tax, brokerage or like costs and
expenses of the sale incurred by the Trustee on behalf of the Participant; and
	 
	 	(b)	 	second, the balance (if any) in payment to the Participant.






	4.15	 	Sale of Participant Shares
	 
	 	 	Any direction by a Participant to the Trustee under this paragraph 4 to sell some or all
of the Participant’s Shares on the Participant’s behalf is a direction to sell those
Participant’s Shares at any time within 60 days of the date of the direction by
instructing a Market Participant to sell the Participant’s Shares at the best price
reasonably obtainable for that Participant’s Shares in the market at the time of sale.
	 
	4.16	 	Proceeds of sale deduction
	 
	 	 	If the Trustee, in its discretion, considers that it will be required to deduct or remit
any amount in respect of taxation because the Participant’s Shares are to be transferred
to the Participant or sold under this paragraph 4, then, despite anything else in these
rules, the Trustee may retain and sell (on behalf of the Participant) a sufficient number
of the Participant’s Shares to obtain cash to meet that obligation.





			
	 	 	 
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	4.17	 	Trustee may accumulate transfers
	 
	 	 	Where the Trustee is required to sell or transfer the Participant’s Shares under paragraph
4, the Trustee may accumulate the Participant Shares to be sold or transferred and deal
with them all at or about the same time, provided that all outstanding sales and transfers
are effected within 60 days after the date of the Participant’s direction or the Trustee’s
decision to sell or transfer.
	 
	4.18	 	Trustee may defer sale or transfer
	 
	 	 	The Trustee may defer the sale or transfer of any Participant’s Shares under paragraph 4
until the Board has determined to its satisfaction that the Participant’s Shares have not
been forfeited under this paragraph 4 in the particular circumstances of the Participant.
	 
	 	 	A Participant may agree with the Trustee to repay any debts owing or moneys payable to a
Group Company on their behalf from the proceeds of sale of the Participant’s Shares.
	 
	4.19	 	Unclaimed moneys
	 
	 	 	If the Trustee cannot, within 12 months from the date of sale of a Participant’s Shares
under this paragraph 4, locate the Participant (at their last residential address, as
notified by the Participant) to pay any balance of the proceeds of sale of the
Participant’s Shares in accordance with this paragraph 4, then the Trustee must transfer
the proceeds to the Reserve Account.
	 
	4.20	 	Rectification
	 
	 	 	If:






	 	(a)	 	a Participant’s Shares have been sold by the Trustee but it is subsequently
proven to the satisfaction of the Trustee that those Participant’s Shares were not
required to be sold; or
	 
	 	(b)	 	a Court or other competent authority orders the reinstatement of a person
as a Participant of the Performance Share Plan,






	 	 	the Trustee may take the steps it considers necessary or desirable to put the affected
Participant(s) or former Participant(s) in the same position (so far as is practicable) as
they would have been had the Participant’s Shares not been sold.
	 
	 	 	Without limiting the above, the Trustee may in those circumstances:






	 	(a)	 	allocate Shares or CUFS forfeited by other Participants under this
paragraph 4 to the affected Participant’s or former Participant’s Share Account;
	 
	 	(b)	 	apply cash from the Reserve Account to acquire Shares or CUFS for the
affected Participant or former Participant; and/or
	 
	 	(c)	 	treat the Acquisition Date of the Shares or CUFS (as applicable) credited
to the affected Participant or former Participant’s Share Account as being a date
other than the actual date of acquisition.





			
	 	 	 
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	 	5	 	Trustee may reject Notice of Withdrawal
	 
	 	 	 	If the Board determines that a Participant’s employment may be terminated by their
Employer (or that the Participant may terminate their employment with a Group Company) in
circumstances which may involve an act of fraud, defalcation or gross misconduct in
relation to the Group then, despite anything else in these rules, the Board may direct the
Trustee to reject any Notice of Withdrawal of Shares in relation to the Participant’s
Shares (which direction the Trustee must comply with).
	 
	 	6	 	Reserve Account
	 
	 	6.1	 	Credit of Reserve Account
	 
	 	 	 	Any amounts, Performance Shares or other property standing from time to time to the credit
of the Reserve Account must be held by the Trustee for the general purposes of the
Performance Share Plan until applied in accordance with paragraph 6.2 or 6.3.
	 
	 	6.2	 	Application of Reserve Account amounts
	 
	 	 	 	The Trustee may apply any amount standing to the credit of the Reserve Account:






	 	(a)	 	in meeting Plan Expenses; or
	 
	 	(b)	 	for any other purposes relevant to the Performance Share Plan,






	 	 	 	however no amount may be paid to, or applied for the benefit of, the Company or any other
member of the Group.
	 
	 	6.3	 	Disposal of Performance Shares held in Reserve Account
	 
	 	 	 	Any Performance Shares standing to the credit of the Reserve Account, and any other
property standing to the credit of the Reserve Account, may be sold or disposed of by the
Trustee, in which case the sale proceeds are to be applied in accordance with paragraph
6.2.
	 
	 	7	 	Distribution of dividends, rights issues, bonus shares and interest
	 
	 	7.1	 	Distributions and other benefits
	 
	 	 	 	A Participant is entitled to receive any dividend or other distribution or entitlement in
respect of Performance Shares which, at the record date for determining entitlements to
those dividends or other distribution or entitlement, stand to the credit of the Share
Account of that Participant. This applies even if the Performance Shares remain subject
to Minimum Restriction Condition or Performance Condition, but does not apply if the
Shares are forfeited under paragraph 4. Except as expressly provided for in these rules,
the Trustee may determine the most practical means for the dividend, distribution or
entitlement to be realised.





			
	 	 	 
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	7.2	 	Reserve Account Shares
	 
	 	 	Any dividends received by the Trustee in respect of Performance Shares which, at the
record date for determining entitlements to those dividends, stand to the credit of the
Reserve Account are to be credited to the Reserve Account and applied in accordance with
paragraph 6.
	 
	7.3	 	Participation in schemes






	 	(a)	 	A Participant is entitled to participate in any scheme for the reinvestment
of dividends paid or payable from time to time by the Company, or any bonus election
scheme which permits dividends paid or payable from time to time by the Company to be
foregone and bonus shares to be issued in lieu, in respect of a Participant’s Shares
and:
	 
	 	(b)	 	may do so by giving written notice to the Trustee;
	 
	 	(c)	 	the Participant’s participation must be in respect of all the Participant’s
Shares, and not some only;
	 
	 	(d)	 	a Participant’s participation in a dividend reinvestment scheme or bonus
share scheme under this paragraph continues until the Participant notifies the
Trustee in writing that they no longer wish to participate in the scheme; and
	 
	 	(e)	 	where a Participant is participating in a dividend reinvestment scheme or a
bonus share scheme under this paragraph, any Shares or CUFS which are received by the
Trustee in respect of Performance Shares that, at the record date for determining
entitlements to those shares stand to the credit of the Share Account of that
Participant, must be credited to the Share Account of that Participant and must not
be subject to any Minimum Restriction Condition or Performance Condition.
Participants are not entitled to fractions of Shares, which are to be credited to
the Reserve Account and applied in accordance with paragraph 6.






	7.4	 	Rights issues






	 	(a)	 	If the Company announces a Rights issue:
	 
	 	(b)	 	the Trustee must notify each Participant of the Rights issue, and offer
each Participant an opportunity to require the Trustee to exercise those Rights in
respect of Participant Shares;
	 
	 	(c)	 	if the Participant wants the Trustee to exercise the relevant Rights, they
must give a written direction to the Trustee to this effect and pay the issue price
to the Trustee by the time and in the manner specified in the notice referred to in
paragraph 7.4(a);
	 
	 	(d)	 	any Shares or CUFS allotted to the Trustee as a result of the Trustee
exercising Rights in accordance with this paragraph 7.4 must be credited to the Share
Account of the relevant Participant and are not subject to any Minimum Restriction
Condition or Performance Condition; and





			
	 	 	 
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	 	(e)	 	if the Rights are renounceable and a Participant declines, or does not
respond to, the offer made by the Trustee under paragraph 7.4(a), the Trustee must
use its best endeavours to sell those Rights. The Participant is entitled to receive
the net proceeds of that sale, and the Trustee must pay the net proceeds of that sale
to the Participant.






	7.5	 	Bonus shares






	 	(a)	 	Any bonus shares which are received by the Trustee in respect of
Performance Shares that, at the record date for determining entitlements to those
bonus shares, stand to the credit of:
	 
	 	(b)	 	any Share Account of a Participant — are to be credited to that Share
Account, and are deemed for the purposes of these rules to have been credited to that
Share Account at the same time as the Performance Shares in respect of which the
bonus shares are issued were credited to the Share Account. Bonus shares are to be
subject to the same Minimum Restriction Conditions and Performance Conditions as the
Shares or CUFS (as applicable) in respect of which they are issued. Participants are
not entitled to fractions of bonus shares, which are to be credited to the Reserve
Account and applied in accordance with paragraph 6; or
	 
	 	(c)	 	the Reserve Account — are to be credited to the Reserve Account and applied
in accordance with paragraph 6.






	7.6	 	Interest
	 
	 	 	Any interest or other earnings derived by the Trustee and not otherwise provided for under
this paragraph 7, whether attributable to amounts standing to the credit of the Share
Accounts of Participants or to amounts standing to the credit of the Reserve Account, are
to be credited to the Reserve Account and applied in accordance with paragraph 6.
	 
	8	 	Voting rights
	 
	8.1	 	Notices to be forwarded to Participant
	 
	 	 	A copy of all notices of General Meetings of members of the Company received by the
Trustee must be forwarded to each Participant unless the Participant has notified the
Trustee that they do not wish to receive the notices.
	 
	8.2	 	Participant may direct voting
	 
	 	 	Subject to the terms of issue of the relevant Performance Shares, a Participant may direct
the exercise of any voting rights attaching to the Participant’s Shares by directing the
Trustee how the relevant voting rights are to be exercised at any meeting of members of
the Company.
	 
	8.3	 	Trustee to follow directions
	 
	 	 	The Trustee must exercise the voting rights attached to Participant’s Shares in accordance
with the instructions of a Participant given under paragraph 8.2





			
	 	 	 
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	 	 	and received by the Trustee not less than 72 hours before the relevant meeting.
	 
	8.4	 	No voting if no direction
	 
	 	 	The Trustee must not exercise any voting rights attaching to any Participant Shares in
respect of which it has not received instructions in accordance with this paragraph 8.
	 
	9	 	Takeover offers, Reorganisations and compulsory acquisition
	 
	9.1	 	Trustee not to accept
	 
	 	 	The Trustee must not accept any offer made for any Performance Shares, and any purported
acceptance by a Participant in respect of their Participant Shares is of no force or
effect, unless:






	 	(a)	 	the Board makes a decision in accordance with paragraph 9.2 and a
Participant issues a notice in accordance with paragraph 9.4; or
	 
	 	(b)	 	the Board gives a direction in accordance with paragraph 9.5.






	9.2	 	Takeovers and reorganisation: Board determination
	 
	 	 	If:






	 	(a)	 	a takeover bid is made for all or part of the Shares, the Board may declare
that a Participant is permitted, if they wish, to direct the Trustee to accept the
offer on the Participant’s behalf in respect of all or part of the Participant’s
Shares on the terms, and in the circumstances, determined by the Board in its
absolute discretion;
	 
	 	(b)	 	a proposed Reorganisation is announced, the Board may:






	 	(i)	 	on the terms and in the circumstances determined by the
Board in its absolute discretion, declare that a Participant is permitted,
if they wish, to direct the Trustee to sell, on the Participant’s behalf,
the Participant’s Shares by instructing a Market Participant; or
	 
	 	(ii)	 	make any other determination in relation to Participant’s
participation in the proposed Reorganisation as it sees fit including, but
not limited to, the matters referred to in paragraph 9.3.






	9.3	 	Examples of Board determination
	 
	 	 	Without limiting the scope of the Board’s determination under paragraph 9.2, the Board may
determine:






	 	(a)	 	the form of consideration to be received by the Trustee on behalf of the
Participant for the Participant’s Shares (for example, cash, shares, other securities
or a combination of them);





			
	 	 	 
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	 	(b)	 	the extent to which non-cash consideration received by the Trustee on
behalf of the Participant for the Participant’s Shares will be converted into cash in
accordance with paragraphs 9.9 to 9.11;
	 
	 	(c)	 	that any shares or other securities received by the Trustee on behalf of
the Participant for the Participant’s Shares are not to be transferred to the
Participant, but rather:






	 	(i)	 	be treated in accordance with these rules as if they were
Participant Shares; and
	 
	 	(ii)	 	be deemed, for the purposes of these rules, to have been
credited to the Share Account of that Participant at date(s) as near as
possible to the date(s) when the Participant’s Shares, in respect of which
the Participant directed the Trustee to accept the offer, were credited to
that account.






	9.4	 	Participant’s direction in writing
	 
	 	 	A Participant, who wishes to direct the Trustee to accept an offer in respect of all or
part of the Participant’s Shares in accordance with the Board determination (if any), must
do so by giving notice in writing to the Trustee on or before the day specified in the
Board determination.
	 
	9.5	 	Reserve Account Shares
	 
	 	 	Where an offer is made for all or part of the Shares, the Board may direct the Trustee to
accept that offer in respect of all or part of the Performance Shares standing to the
credit of the Reserve Account, in which case the money or other consideration received by
the Trustee for accepting the offer is to be credited to the Reserve Account and applied
in accordance with paragraph 6.
	 
	9.6	 	Compulsory acquisition: continued application of these rules
	 
	 	 	The Board may determine that any shares or other securities received by the Trustee in
consideration for the compulsory acquisition of any Participant’s Shares are not to be
transferred to the Participant, but rather are to be dealt with in accordance with the
Board’s determination. Without limiting the scope of the Board’s determination, the Board
may determine that those shares or other securities are to be:






	 	(a)	 	treated in accordance with these rules as if they were Performance Shares;
and
	 
	 	(b)	 	deemed, for the purposes of these rules, to have been credited to the Share
Account of the Participant at date(s) as near as possible to the date(s) when the
Performance Shares, which were compulsorily acquired in consideration for those
 shares or securities, were credited to that account.






	9.7	 	Compulsory acquisition: Reserve Account Shares
	 
	 	 	If any Performance Shares standing to the credit of the Reserve Account are subject to
compulsory acquisition under any law, the money or other consideration received by the
Trustee in respect of that compulsory





			
	 	 	 
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	 	 	acquisition is to be credited to the Reserve Account and applied in accordance with
paragraph 6.
	 
	9.8	 	Procedure to convert non-cash consideration
	 
	 	 	If the Trustee is required, by a Board determination, to convert non-cash consideration
received on the sale of Participant Shares to cash the Trustee must apply the cash
received on conversion:






	 	(a)	 	first, in payment of any stamp duty, tax (including brokerage or like costs
and expenses) of the sale incurred by the Trustee on behalf of the Participant; and
	 
	 	(b)	 	second, the balance (if any) in payment to the Participant.






	 	 	A Participant may agree with the Trustee to repay any debts owing or moneys payable to a
Group Company, on their behalf from the proceeds of sale of the non-cash consideration.
	 
	9.9	 	Conversion of non-cash consideration: authorisation
	 
	 	 	Each Participant irrevocably authorises the Trustee to take any action reasonably
necessary to convert non-cash consideration received by the Trustee on behalf of the
Participant for the Participant’s Shares, (other than non-cash consideration which is not
to be transferred in accordance with paragraph 9.3 and paragraph 9.6) to pay the cash
received in accordance with paragraph 9.8.
	 
	9.10	 	Conversion of non-cash consideration
	 
	 	 	Any direction to convert non-cash consideration to cash is a direction to sell that
non-cash consideration at any time within 60 days of the date of the direction at the best
price reasonably obtainable for that non-cash consideration in the market at the time of
sale.
	 
	9.11	 	Trustee may accumulate transfers
	 
	 	 	If the Trustee is required to sell non-cash consideration under paragraph 9.8, the Trustee
may accumulate the non-cash consideration to be sold and deal with them all at or about
the same time, provided that all outstanding sales and transfers are effected within 60
days of the direction.
	 
	9.12	 	Unclaimed moneys
	 
	 	 	If the Trustee cannot, within 12 months from the date of sale of non-cash consideration
under this paragraph 9, locate the Participant (at their last residential address, as
notified by the Participant) to pay any balance of the proceeds of sale of the
Participant’s non-cash consideration in accordance with this paragraph 9, then the Trustee
must transfer the proceeds to the Reserve Account.





			
	 	 	 
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	10	 	Change of Trustee and Trustee powers
	 
	10.1	 	Board may appoint new Trustee
	 
	 	 	The Board may by resolution appoint a new Trustee from time to time.

	 
	10.2 	 	
Ceasing to be Trustee
	 
	 	 	The Trustee ceases to be the Trustee:






	 	(a)	 	when the Board serves notice in writing to that effect on the Trustee;
	 
	 	(b)	 	when the Trustee serves notice in writing to that effect on the Board; or
	 
	 	(c)	 	when a provisional liquidator, receiver, administrator or receiver and
manager of the Trustee is appointed to the Trustee or the Trustee goes into
liquidation or an order or resolution is made for its winding up.






	10.3	 	Transfer of assets
	 
	 	 	On a change of Trustee, the retiring Trustee must promptly and expeditiously execute all
transfers, deeds or other documents necessary to transfer all money and property held
under the terms of these rules into the name of the new Trustee.
	 
	10.4	 	Powers of Trustee
	 
	 	 	Subject to rule 4.1 and without prejudice to the powers vested in the Trustee by these
rules or otherwise, the Trustee has the following powers:






	 	(a)	 	to enter into and execute all contracts, deeds and documents and do all
acts, matters or things which it may deem expedient for the purpose of giving effect
to and carrying out the trusts, authorities, powers and discretions conferred on the
Trustee by these rules;
	 
	 	(b)	 	to subscribe for, purchase or otherwise acquire and to sell or otherwise
dispose of property, rights or privileges which the Trustee is authorised by these
rules to acquire or dispose of on terms and conditions it thinks fit;
	 
	 	(c)	 	to appoint and at its discretion remove or suspend custodian trustees,
managers, agents and servants, determine the powers and duties to be delegated to
them and pay such remuneration to them as it may think fit;
	 
	 	(d)	 	to institute, conduct, defend, compound, settle or abandon any legal
proceedings concerning the affairs of the Performance Share Plan, and also to
compound and allow time for payment or satisfaction of any debts due and any claim or
demands by or against the Trustee concerning the Performance Share Plan;
	 
	 	(e)	 	to open bank accounts and to retain on current or deposit account at any
bank, those moneys as it considers proper and to make





			
	 	 	 
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	 	 	 	regulations for the operation of those bank accounts, including the signing and
endorsing of cheques;
	 
	 	(f)	 	to subscribe for, purchase or otherwise acquire and hold Performance Shares
and transfer them to persons in accordance with these rules;
	 
	 	(g)	 	to receive distributions paid on Performance Shares and to apply those
amounts in accordance with these rules;
	 
	 	(h)	 	to sell Performance Shares and apply the proceeds of sale in accordance
with these rules;
	 
	 	(i)	 	to sell or take up any Rights and apply the proceeds of sale or resulting
Shares or other securities in accordance with these rules;
	 
	 	(j)	 	to take and act on the advice or opinion of any legal practitioner (whether
in relation to the interpretation of these rules or any other document or statute or
as to the administration of the Trust) or any other professional person, and whether
obtained by the Trustee or not, without being liable in respect of any act done by it
in accordance with that advice or opinion;
	 
	 	(k)	 	to make rules or to adopt procedures not inconsistent with the provisions
of these rules in relation to the calculation and rounding off of contributions,
dividends, interest or other amounts, the determination of periods of time, and any
other matters as are appropriate for the convenient administration of the Performance
Share Plan;
	 
	 	(l)	 	to pay from the funds of the Trust any Plan Expenses;
	 
	 	(m)	 	generally to do all acts and things as the Trustee may consider necessary
or expedient for the administration, maintenance and preservation of the Performance
Share Plan and in performance of its obligations under these rules.






	10.5	 	Trustee may appoint delegate
	 
	 	 	The Trustee may from time to time delegate to any director of the Trustee, or other person
appointed by the Trustee, the right and power on behalf of the Trustee to sign, draw,
endorse, or otherwise execute, as the case may be, all or any:






	 	(a)	 	cheques, drafts and other negotiable or transferable instruments;
	 
	 	(b)	 	receipts for money paid to the Trustee; and
	 
	 	(c)	 	other documents connected with the due administration of the Performance
Share Plan or with these rules.






	10.6	 	Transfers and payments
	 
	 	 	No transfer, distribution or payment under these rules is to be made until the Trustee has
ascertained that it may be made in accordance with the provisions of these rules.





			
	 	 	 
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	10.7	 	Good faith
	 
	 	 	Any transfer, distribution or payment made in good faith to a person believed by the
Trustee to be entitled to receive it is, for the purposes of these rules, deemed to be a
transfer, distribution or payment (as the case may be) to the person entitled to receive
it and is a valid discharge to the Trustee in respect of the transfer, distribution or
payment.
	 
	10.8	 	Trustee’s discretions: generally
	 
	 	 	The Trustee, or any director or other officer of the Trustee, may exercise or concur in
exercising all powers and discretions conferred on the Trustee, director or officer (as
the case may be), by law even though it or they may have a direct or other personal
interest in the mode or result of exercising that power or discretion. The director or
officer may nevertheless abstain from acting, except as a formal party, in any matter in
which they may be personally interested.
	 
	10.9	 	Trustee’s discretion where Participant impaired
	 
	 	 	If a Participant, or person who is entitled to any Performance Shares or other property or
to payment of any amount under these rules, is under any legal, physical, mental or other
disability of any kind and is, in the opinion of the Trustee, unable to properly and
competently manage their financial affairs, the Trustee may transfer all or part of the
relevant Performance Shares or other property, or make payment of all or part of the
relevant amount (as the case may be), to any other person as the Trustee, in its sole
discretion, sees fit, to be held for the benefit of the Participant or person otherwise
entitled. The Trustee is not liable for or responsible for seeing to the subsequent
application of the Performance Shares or other property transferred or amounts paid, and
the receipt of the recipient, transferee or payee is a good discharge.
	 
	10.10	 	Unfettered powers and discretion
	 
	 	 	The Trustee in the exercise of the powers and discretions vested in it by these rules has
an absolute and uncontrolled discretion and may exercise or enforce all or any of those
powers and discretions at any time and from time to time or may refrain from exercising
all or any of them from time to time or at all.
	 
	10.11	 	Extension of time
	 
	 	 	Without limiting paragraph 10.10, the Trustee has a discretion to extend the period within
which a Participant must give a notice to the Trustee or exercise a right conferred on the
Participant under these rules where, in all the circumstances, the Trustee considers that
it would unfairly prejudice the Participant or their estate not to do so.
	 
	10.12	 	Remuneration of Trustee
	 
	 	 	The Trustee is not entitled to receive from the Performance Share Plan any commission or
other remuneration in respect of its office, but the Company may if it thinks fit pay to
the Trustee any remuneration it thinks fit from its own resources.





			
	 	 	 
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	10.13	 	Trustee not to use trust property as security
	 
	 	 	The Trustee must not use any Participant Shares as security.
	 
	11	 	Trustee’s warranties
	 
	11.1	 	Trustee authorised
	 
	 	 	If the Trustee is not a Group Company, the Trustee represents and warrants to the Company
on the date of these rules and throughout the term of its appointment as trustee of the
Trust that:






	 	(a)	 	it is duly incorporated and validly exists under the law of its place of
incorporation;
	 
	 	(b)	 	it has taken all necessary action to authorise the execution, delivery and
performance of these rules in accordance with its terms;
	 
	 	(c)	 	it has full power to enter into and perform its obligations under these
rules and can do so without the approval or consent of any other person; and
	 
	 	(d)	 	its obligations under these rules are valid and binding and are enforceable
against it in accordance with its terms.






	11.2	 	Compliance with law
	 
	 	 	If the Trustee is not a Group Company, the Trustee represents and warrants to the Company
on the date of these rules and throughout the term of its appointment as trustee of the
Trust that the execution, delivery and performance by it of its obligations under these
rules and any other document to be executed by it pursuant to or in connection with these
rules complies with:






	 	(a)	 	each law, and each regulation, authorisation, ruling, judgment, order or
decree of any government agency which is binding on it;
	 
	 	(b)	 	its constitution; and
	 
	 	(c)	 	any other document which is binding on it, and will not result in a breach
of, or give any third party a right to terminate or modify, any agreement, licence or
other instrument or result in a breach of any order, judgment or decree of any court,
government agency or regulatory body to which it is a party or by which it is bound.






	11.3	 	Solvency of Trustee
	 
	 	 	If the Trustee is not a Group Company, the Trustee represents and warrants to the Company
on the date of these rules and throughout the term of its appointment as trustee of the
Trust that it is not insolvent, in liquidation or administration and no proceedings have
been brought or threatened for the purpose of winding it up or placing it in
administration. No petition or other process for winding-up has been presented or
threatened against it and there are no circumstances justifying such a petition or other
process. No writ of execution has issued against it and is outstanding. No receiver,
receiver and





			
	 	 	 
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	 	 	manager or other controller, administrator or similar official has been appointed over any
part of its undertaking or assets and there are no circumstances (including execution of
the trust deed constituting the Trust) justifying an appointment.
	 
	12	 	Licences obtained
	 
	 	 	If the Trustee is not a Group Company, the Trustee represents and warrants to the Company
on the date of these rules and throughout the term of its appointment as trustee of the
Trust that:






	 	(a)	 	it has all statutory licences, consents and authorisations required to
execute, deliver and perform its obligations under these rules and any other
documents to be executed by it pursuant to or in connection with these rules
(“Licence”);
	 
	 	(b)	 	all conditions which apply to any such Licence have been (or will be)
complied with in all material respects;
	 
	 	(c)	 	no Licences have been breached by it or are likely to be suspended,
cancelled, refused, materially altered, not renewed, or revoked; and
	 
	 	(d)	 	in particular, it warrants that it will comply with its obligations under
Part 7 of the Corporations Act with respect to its role as trustee of the Trust and
its obligations under these rules.






	13	 	Trust property and investments
	 
	13.1	 	Trust property
	 
	 	 	The Trust’s property consists of:






	 	(a)	 	the settlement sum referred to in Trust Deed constituting the Trust;
	 
	 	(b)	 	contributions made to the Trust under these rules;
	 
	 	(c)	 	Performance Shares; and
	 
	 	(d)	 	any other moneys or property received by the Trustee for the purposes of
the Performance Share Plan, and the investments and property from time to time
representing the above, together with all associated income, additions or accretions.






	13.2	 	Investments
	 
	 	 	Any moneys that may be held by the Trustee, but which are not currently required for the
purposes of the Performance Share Plan, may in the absolute discretion of the Trustee be
placed on deposit with any bank, company or financial institution or invested in any one
or more of the modes of investment authorised by law for the investment of trust funds or
in any manner in which the Trustee could invest, if it were personally entitled to those
moneys.





			
	 	 	 
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	13.3	 	Characterisation of income and capital
	 
	 	 	Before the end of each Year of Income, the Trustee may decide whether:






	 	(a)	 	any amount received or held by the Trustee under the Performance Share Plan
is to be treated as being on income or capital account; and
	 
	 	(b)	 	any actual or deemed capital gain arising in that Year of Income under the
Tax Act is to be included as income of the Trust estate constituted by the Trust
Deed.






	 	 	Unless the Trustee has made a decision under this paragraph 13.3, an item is taken into
account in calculating the income of the Trust estate constituted by the Trust Deed if it
would be taken into account in calculating the Net Income of the Trust.
	 
	 	 	Where the income of the Trust estate constituted by the Trust Deed determined under this
paragraph 13 includes the amount of a deemed capital gain arising from the appointment or
distribution of part of the income or property of the Trust during a Year of Income in
favour of a Participant, or a fund, the Trustee may decide that such amount has been
distributed to that Participant or fund by virtue of that appointment or distribution.
	 
	 	 	The Trustee may decide that any part of a payment or distribution made under the
Performance Share Plan is to be from a particular class or source of income or property of
the Performance Share Plan.
	 
	14	 	Records and accounts
	 
	14.1	 	Separate Participant accounts
	 
	 	 	The Trustee must cause a Share Account to be opened and maintained in respect of each
Participant in which the following are to be recorded:






	 	(a)	 	Performance Shares allocated to the Participant;
	 
	 	(b)	 	Performance Shares transferred from the Share Account to the Participant;
	 
	 	(c)	 	Performance Shares or amounts transferred from the Share Account to the
Reserve Account; and
	 
	 	(d)	 	any other credit or debit made to the Share Account for the purposes of, or
in accordance with, these rules.






	14.2	 	Notification to Participant
	 
	 	 	At least once each year, at a time the Trustee considers appropriate, the Trustee must
notify each Participant of the number of their Participant Shares and any other
information the Trustee considers appropriate.
	 
	14.3	 	Reserve Account to be opened and maintained
	 
	 	 	The Trustee must cause a Reserve Account to be opened and maintained, in which the
following are to be recorded:





			
	 	 	 
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	 	(a)	 	Performance Shares or amounts transferred between any Share Account and the
Reserve Account;
	 
	 	(b)	 	any dividends, Rights, bonus shares, interest or other earnings or other
amounts credited to the Reserve Account under paragraph 6 ;
	 
	 	(c)	 	any application of any amount standing to the credit of the Reserve Account
in accordance with these rules;
	 
	 	(d)	 	any sale or disposal of Performance Shares or other property standing to
the credit of the Reserve Account in accordance with these rules; and
	 
	 	(e)	 	any other credit or debit made to the Reserve Account for the purposes of
these rules.






	14.4	 	Other accounts
	 
	 	 	The Trustee must keep, or cause to be kept, any other accounts and records necessary for
the operation of the Performance Share Plan and the Trust.
	 
	14.5	 	Inspection of accounts
	 
	 	 	The books of account of the Trust must be maintained at the registered office of the
Company and be available for inspection by Participants during normal business hours in
Australia, or other times agreed between the Trustee and relevant Participants, free of
charge, on prior written request.
	 
	14.6	 	Audit of accounts
	 
	 	 	The Trustee must appoint an auditor of the Trust. The Trustee must cause the books of
account to be audited annually by the Trust’s auditor and must ensure that the auditor has
access to all papers, accounts and documents concerned with or relating to the Trust.
	 
	15	 	Obligations and indemnity of the Trustee
	 
	15.1	 	Trustee indemnity
	 
	 	 	Without derogating from the right of indemnity given by law to trustees, the Company
agrees to indemnify and continue to indemnify the Trustee:






	 	(a)	 	in respect of all liabilities, costs and expenses incurred by the Trustee
in the execution or purported execution of the Trust or any of the powers,
authorities or discretions vested in the Trustee; and
	 
	 	(b)	 	from and against all actions, proceedings, costs, claims and demands in
respect of any matter or thing done or omitted to be done,
	 
	 	(c)	 	other than a liability or claim arising out of the Trustee’s negligence,
dishonesty, fraud or the Trustee wilfully or knowingly being a party to (if internal)
a breach of trust.





			
	 	 	 
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	15.2	 	No Trustee liability
	 
	 	 	The Trustee is not under any liability whatsoever to any Group Company except in the event
of:






	 	(a)	 	the Trustee’s negligence, dishonesty, fraud or wilful breach of trust; or
	 
	 	(b)	 	the negligence, dishonesty, fraud or wilful breach of trust of any of the
Trustee’s employees or agents.






	15.3	 	Participant not liable
	 
	 	 	Nothing in paragraph 15 enables the Trustee to recover any liabilities, costs and expenses
from any Participant.
	 
	15.4	 	No right against Participant
	 
	 	 	Except as expressly provided in these rules, the Trustee has no right of indemnity against
a Participant personally.
	 
	16	 	Termination
	 
	16.1	 	Termination of the Trust
	 
	 	 	The Trust terminates and is to be wound up (as provided below) on the occurrence of any of
the following events:






	 	(a)	 	if the Plan is terminated under rule 6;
	 
	 	(b)	 	if the Board determines that the Trust is to be wound up; or
	 
	 	(c)	 	should the Trust be at any time subject to the rule of law against
perpetuity, on the later of:






	 	(i)	 	the date on which the Trust becomes subject to the rule
of law against perpetuity; and
	 
	 	(ii)	 	the 80th anniversary of the date of these rules.






	16.2	 	Termination: sale and application of proceeds
	 
	 	 	On the Plan and the Trust terminating in accordance with paragraph 16.1(a), the Trustee
must either, in its absolute discretion, transfer the Participant Shares to the
Participant of the Performance Share Plan or sell the Participant Shares. If the
Participant Shares are sold, the Trust must apply the proceeds received in the manner set
out in paragraph 4.14.
	 
	16.3	 	Application of residual amount
	 
	 	 	If, after selling Performance Shares and applying the proceeds in accordance with
paragraph 16.2, any Performance Shares or other assets of the Performance Share Plan
remain, they and the proceeds of their sale must be firstly applied in meeting any Plan
Expenses and the costs and liabilities of





			
	 	 	 
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	 	 	winding up the Performance Share Plan, and then be applied by the Trustee to or for the
benefit of:






	 	(a)	 	any other employee share plan or employee incentive plan or scheme for the
benefit of employees of the Group; or
	 
	 	(b)	 	any superannuation or similar fund for the benefit of employees of the
Group,






	 	 	as the Trustee in its absolute discretion determines and, if applied to two or more plans
or schemes, in the proportions as the Trustee in its absolute discretion determines.
	 
	16.4	 	Company’s obligation for any shortfall
	 
	 	 	To the extent that the Performance Shares or other assets or the proceeds of their sale
are not sufficient to meet all Plan Expenses and the costs and liabilities of winding up
the Performance Share Plan, they are to be met by the Company.





			
	 	 	 
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Schedule 4 — Award





	1	 	Invitation to apply for an Award
	 
	 	 	An Invitation to an Executive to apply for an Award may be made on such terms and
conditions as the Board decides from time to time, including as to:






	 	(a)	 	the Prescribed Qualification Date or how it is calculated;
	 
	 	(b)	 	the Determination Date;
	 
	 	(c)	 	the number of Shares or CUFS on which the Payout will be calculated;
	 
	 	(d)	 	any Payout Vesting Conditions;
	 
	 	(e)	 	any Payout Qualification Conditions;
	 
	 	(f)	 	any Supplementary Conditions; and
	 
	 	(g)	 	the Payout Date.






	2	 	Grant of Awards






	2.1	 	Company to grant Awards
	 
	 	 	On receipt of an application for Awards, the Company at the discretion of the Board may
grant Awards to the Executive specified in the Invitation, subject to the Terms and
Conditions of Award.






	2.2	 	Notification to Participant
	 
	 	 	Following the grant of an Award a Participant under paragraph 2.1, the Company will notify
the Participant in writing:






	 	(a)	 	the Prescribed Qualification Date or how it is calculated;
	 
	 	(b)	 	the Determination Date;
	 
	 	(c)	 	the number of Shares or CUFS on which the Payout will be calculated;
	 
	 	(d)	 	the Payout Date; and
	 
	 	(e)	 	other terms and conditions (if any) as determined by the Board.





			
	 	 	 
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	2.3	 	Restrictions on dealing with Awards
	 
	 	 	A Participant may not sell, assign, transfer or otherwise deal with, or grant a Security
Interest over, an Award granted to the Participant. The Award lapses immediately on
purported sale, assignment, transfer, dealing or grant of Security Interest, unless the
Board in its absolute discretion approves the dealing or the transfer or transmission is
effected by force of law on death or legal incapacity to the Participant’s legal personal
representative.






	3	 	Payment of Payouts






	3.1	 	Payout Vesting Conditions and Payout Qualification Conditions
	 
	 	 	Subject to paragraph 4, if a Participant’s Award is subject to Payout Vesting Conditions
and/or Payout Qualification Conditions, the Participant will not qualify for payment of
the Payout unless all Payout Vesting Conditions and Payout Qualification Conditions are
satisfied (and in any situation referred to in paragraph 3.3(b)(i), is satisfied at the
time of death or other cessation of employment), and then only to the extent permitted by
the Payout Qualification Condition.






	3.2	 	Timing of Payment
	 
	 	 	The Company will pay the Payout to the Participant on or before the Payout Date.






	3.3	 	Qualification date
	 
	 	 	A Participant will qualify for a Payout only on:






	 	(a)	 	the Prescribed Qualification Date for the Payout; or
	 
	 	(b)	 	any earlier date on which the Participant qualifies for the Payout:






	 	(i)	 	under this paragraph 3 dealing with the Participant’s
death or otherwise ceasing to be employed by a Group Company, and with
situations where the employer ceases to be a Group Company or the business
in which the Participant is employed is transferred; or
	 
	 	(ii)	 	under paragraph 4 dealing with takeover bids, change of
control, court orders, Reorganisations and winding up.






	3.4	 	Award will lapse earlier on death or cessation of employment
	 
	 	 	A Participant’s Award lapses on the latest of:






	 	(a)	 	the expiry of 24 months after the Participant’s death, if death occurs
before the Award lapses under paragraph (b) or (c);
	 
	 	(b)	 	the expiry of 24 months after the Participant ceases to be employed by a
Group Company by reason of Retirement or permanent disability; and





			
	 	 	 
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	 	(c)	 	the expiry of 3 months after the Participant ceases to be employed by a
Group Company for any other reason,






provided that if the Board issues a notice under paragraph 3.5 or 3.6 advising the
Participant that a Vested Award has lapsed, the Award is deemed to have lapsed on the date
of death or cessation of employment (as the case may be) and the Company has no obligation
to make a Payout in respect of the Vested Award.




	3.5	 	Qualification for a Payout on Participant’s death
	 
	 	 	If a Participant dies before qualifying for a Payout, at a time when the individual:






	 	(a)	 	is still an employee of a Group Company; or
	 
	 	(b)	 	having ceased to be employed by a Group Company, falls within the terms of
paragraph 3.6,






then (subject to the other provisions of this paragraph 3), the Participant will:




	 	(c)	 	qualify to receive a Payout in respect of a Vested Award on the date of
death except a Vested Award is deemed to have lapsed on the date of death where the
Board reasonably determines and provides notice to the Participant in writing that
the Vested Award has lapsed and the Company has no obligation to make a Payout in
respect of the Vested Award; or
	 
	 	(d)	 	if permitted by the Board in writing, qualify to receive a Payout in
respect of an Award that is not a Vested Award on the date of death.






	3.6	 	Qualification for a Payout on ceasing to be employed by a Group Company
	 
	 	 	If, before qualifying for a Payout, a Participant ceases to be employed by a Group Company
(other than by reason of his or her death), then (subject to the other provisions of this
paragraph 3):






	 	(a)	 	if the employment ceases by reason of Retirement, Redundancy, Separation or
otherwise for termination by the relevant Group Company other than in circumstances
set out in paragraph 3.9 the Participant will:






	 	(i)	 	qualify to receive a Payout in respect of a Vested Award
on the date of cessation of employment, except a Vested Award is deemed to
have lapsed on the date of cessation of employment where the Board
reasonably determines and provides notice to the Participant in writing that
the Vested Award has lapsed and the Company has no obligation to make a
Payout in respect of the Vested Award; or
	 
	 	(ii)	 	if permitted by the Board in writing, qualify to receive
a Payout in respect of an Award that is not a Vested Award on the date of
cessation of employment; or





			
	 	 	 
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	 	(b)	 	if the employment ceases for a reason other than Retirement, Redundancy,
Separation or otherwise for termination by the relevant Group Company other than in
circumstances set out in paragraph 3.9 the Participant is qualified to receive a
Payout on the date of cessation, only if permitted by the Board in writing.






	3.7	 	Individual not treated as ceasing to be an employee
	 
	 	 	For the purposes of this paragraph 3, a Participant:






	 	(a)	 	is not treated as ceasing to be an employee of a Group Company unless and
until the individual is no longer an employee of any Group Company, whether or not in
the same capacity as at the time the Award was granted; and
	 
	 	(b)	 	subject to paragraph 3.8, is not treated as ceasing to be an employee of a
Group Company if the individual is no longer an employee of any Group Company
because:






	 	(i)	 	the individual’s employer ceases to be a Group Company,
whether or not, after the cessation, the individual remains an employee of
that employer; or
	 
	 	(ii)	 	the individual is an employee of a business that is
transferred to a person that is not a Group Company.






	3.8	 	Award lapses if employer ceases to be a Group Company or on change in ownership of business
	 
	 	 	If a Participant is no longer an employee of a Group Company because of circumstances set
out in paragraph 3.7(b)(i) or (ii), then the Awards lapse upon this occurring except where
otherwise determined by the Board in writing, in which case the Participant’s Awards lapse
on the latest of:






	 	(a)	 	the expiration of 24 months after the date of the cessation or transfer (as
the case may be); and
	 
	 	(b)	 	if the Participant dies before the Award lapses under paragraph (a), the
expiration of 24 months after the individual’s death.






	3.9	 	Award may lapse in the case of fraud or dishonesty
	 
	 	 	If, in the opinion of the Board, a Participant:






	 	(a)	 	has committed (or it is evident the Participant intends to commit), any act
(whether by omission or commission) which amounts or would amount to any of
dishonesty, fraud, wilful misconduct, wilful breach of duty, serious and wilful
negligence or incompetence in the performance of the Participant’s duties; or
	 
	 	(b)	 	is convicted of a criminal offence (other than a minor motor traffic
offence or other trivial offence which does not impact on the Participant’s good fame
and character or ability to perform his/her duties) or is guilty of any other wilful
or recklessly indifferent conduct which, in the reasonable opinion of the Board, may
injure or





			
	 	 	 
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tend to injure the reputation and/or the business or operations of a Group
Company,




the Board may declare that any Award has lapsed, and the Award lapses accordingly.




	3.10	 	Not qualify for a Payout on bankruptcy
	 
	 	 	It is a condition precedent to qualification for a Payout that if the Participant is an
individual, the Participant is not bankrupt and has not committed an act of bankruptcy or,
if the Participant is deceased, the Participant’s estate is not bankrupt or if the
Participant is not an individual, the Participant is not insolvent or subject to a
resolution or order for winding up.
	 
	3.11	 	Ceasing to be an Executive
	 
	 	 	Where a Participant qualifies for a Payout under this paragraph 3 (other than paragraph
3.3(a)) and paragraph 4, the Board may in its discretion adjust the amount of the Payout
pro rata based on the proportion which the period from the date the Board accepts the
Participant’s application to participate in the Plan (“Acceptance Date”) to the date the
Participant ceases to be an Executive bears to the period from the Acceptance Date to the
Prescribed Qualification Date.
	 
	3.12	 	Notice
	 
	 	 	The Company will notify Participants of any adjustment that will be made to a Payout
within a reasonable time of the event which gave rise to the adjustment under paragraph
3.11 occurring.
	 
	3.13	 	Discretion to determine that Award will not lapse
	 
	 	 	Notwithstanding any other paragraph in this Schedule 4, if a Participant ceases employment
with the Company for any reason, or gives notice of their intention to cease employment
with the Company before the Payout of an Award, the Board may in its absolute discretion
(on any conditions which it thinks fit) decide that some or all of the Award does not
lapse, but lapses at the time and subject to the conditions it may specify by notice to
the Participant, which may include one or more of the following:






	 	(a)	 	that the period to which any Payout Vesting Condition and / or any Payout
Qualification Condition relates is reduced to a period shorter than that which would
otherwise apply;
	 
	 	(b)	 	that the Payout Vesting Criteria applicable to an Award be waived; and
	 
	 	(c)	 	that an Award which vests in accordance with the terms and conditions
specified in the notice may be exercised within the period specified in paragraph 3.4
or any shorter period specified in the notice.





			
	 	 	 
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	4	 	Takeover, Reorganisation and winding-up
	 
	4.1	 	Takeover bid
	 
	 	 	If a takeover bid is made to acquire any Shares, at any time any offers under a takeover
bid remain open for acceptance, the Board may give written notice of the bid to each
Participant, stating that the Participant has qualified to receive a Payout on such date
specified in the notice.
	 
	4.2	 	Application to the court
	 
	 	 	If the Board determines that an application is to be made to the court under for a
meeting to be held as described in paragraph 4.4, the Board may give written notice of the
application to each Participant, stating that the Participant has qualified to receive a
Payout on such date specified in the notice.
	 
	4.3	 	Change of control
	 
	 	 	If, pursuant to a takeover bid or otherwise, any person together with their associates
acquire Shares, which when aggregated with Shares already acquired by such person and
their associates, comprise more than 30% of the issued Shares of the Company, the Board
may give written notice to each Participant stating that the Participant has qualified to
receive a Payout on such date specified in the notice.
	 
	4.4	 	Meeting to consider a Reorganisation
	 
	 	 	If, pursuant to the Articles of Association, Applicable Regulations or otherwise, the
Board determines to convene a General Meeting or other meeting of holders of the Company’s
securities or a meeting of the Company’s creditors, or a court orders a meeting, to be
held in relation to a proposed Reorganisation, the Board may give written notice to each
Participant stating that the Participant has qualified to receive a Payout on such date
specified in the notice.
	 
	4.5	 	Compulsory acquisition, Reorganisation or winding up
	 
	 	 	If:






	 	(a)	 	a person becomes bound or entitled to compulsorily acquire Shares in the
Company under the Articles of Association or Applicable Regulations;
	 
	 	(b)	 	a Reorganisation is sanctioned by one or more of the following under the
Articles of Association, Applicable Regulations or otherwise:






	 	(i)	 	a court;
	 
	 	(ii)	 	a General Meeting or other meeting of holders of the
Company’s securities; or






	 	(c)	 	a meeting of the Company’s creditors; or





			
	 	 	 
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	 	(d)	 	the Company passes a resolution for voluntary winding up or an order is
made for the compulsory winding up of the Company,






then the Board may give written notice to each Participant stating that the Participant
has qualified to receive a Payout on such date specified in the notice.




	5	 	Adjustments
	 
	 	 	The Company may, as reasonably determined by the Board, adjust the Payout if any of the
following occurs which affects the number of Shares on issue:






	 	(a)	 	a bonus issue of Shares (including an issue by way of a dividend); or
	 
	 	(b)	 	a capital reconstruction of the issued capital of the Company including by
a consolidation or sub-division.






	6	 	Taxes
	 
	 	 	Payouts shall be reduced by any taxes that are required to be withheld from such payments.
	 
	7	 	No interest in units or shares
	 
	 	 	For the avoidance of doubt, nothing in this schedule confers or is intended to confer on a
Participant any interest in a unit, share or other security in the Group or any right to
acquire a share or other security in the Group or any other body corporate or entity or
any right or benefit generally accorded to holders of Shares or CUFS.





			
	 	 	 
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Schedule 5 — RSUs





	1	 	Invitation to apply for RSUs
	 
	 	 	An Invitation to an Executive to apply for RSUs may be on such terms and conditions as the
Board decides from time to time, including as to:






	 	(a)	 	the number of RSUs or the method of calculating the number of RSUs for
which that Executive may apply;
	 
	 	(b)	 	the amount payable (if any) for the grant of an RSU or how it is
calculated;
	 
	 	(c)	 	whether the RSUs will vest as CUFS or Shares;
	 
	 	(d)	 	any Vesting Condition; and
	 
	 	(e)	 	any Supplementary Condition.






	2	 	Grant of RSUs
	 
	2.1	 	Company to grant RSUs
	 
	 	 	On receipt of an application for RSUs, the Company at the discretion of the Board may
grant RSUs to the Executive specified in the Invitation, subject to the Terms and
Conditions of RSU Grant.
	 
	2.2	 	Certificate or statement
	 
	 	 	Following the grant of RSUs under paragraph 2.1, the Company will issue to the Participant
a certificate and/or other document that states or together state with respect to that
grant:






	 	(a)	 	the number of RSUs granted;
	 
	 	(b)	 	the Grant Date;
	 
	 	(c)	 	where the RSUs are comprised in two or more Tranches, the number of RSUs in
each Tranche;
	 
	 	(d)	 	the Vesting Period;
	 
	 	(e)	 	other terms and conditions (if any) as determined by the Board.






	2.3	 	Restrictions on dealing with RSUs
	 
	 	 	A Participant may not sell, assign, transfer or otherwise deal with, or grant a Security
Interest over, an RSU granted to the Participant. The RSU lapses immediately on purported
sale, assignment, transfer, dealing or grant of





			
	 	 	 
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Security Interest, unless the Board in its absolute discretion approves the dealing, or
the transfer or transmission is effected by force of law on death or legal incapacity to
the Participant’s legal personal representative.




	3	 	Register of RSUs
	 
	 	 	Unless the Board determines otherwise, RSUs granted under these rules (and Shares or CUFS
issued on their vesting) will be registered in the appropriate register of the Company.
	 
	4	 	Operation of RSUs
	 
	4.1	 	Terms and Conditions
	 
	 	 	Unless otherwise prohibited from doing so under this paragraph 4, a Participant may be
granted a Participant’s RSU in accordance with the Terms and Conditions of RSU Grant.
	 
	 	 	No consideration will be payable on the grant of an RSU unless otherwise specified in the
Terms and Conditions of RSU Grant.
	 
	4.2	 	Vesting Conditions
	 
	 	 	Subject to paragraph 6, if an RSU is subject to a Vesting Condition, it may not vest
unless all Vesting Conditions are satisfied (and in any situation referred to in paragraph
4.3(b)(i), is satisfied at the time of death or other cessation of employment).
	 
	4.3	 	Vesting date






An RSU will vest only on or after:




	 	(a)	 	the Prescribed Vesting Date for the RSU; or
	 
	 	(b)	 	any earlier date on which the RSU vests:






	 	(i)	 	under this paragraph 4 dealing with the Participant’s
death or otherwise ceasing to be employed by a Group Company, and with
situations where the employer ceases to be a Group Company or the business
in which the Participant is employed is transferred; or
	 
	 	(ii)	 	under paragraph 6 dealing with takeover bids, change of
control, court orders, Reorganisation and winding up.






	4.4	 	RSU will lapse earlier on death or cessation of employment
	 
	 	 	Unless an RSU vests at an earlier date or the Terms and Conditions of RSU Grant provide
otherwise, in the event of death, Retirement, Redundancy, Separation or otherwise for
termination by the relevant Group Company other than in circumstances set out in paragraph
4.9 by the Participant, a pro-rata number of the Participant’s unvested RSUs will lapse
automatically on the relevant day, calculated based on the formula:





			
	 	 	 
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D = C x (A / B)




Where:




A = the number of months from the relevant event to, depending on the type of
RSU, the date of vesting (for RSUs with time vesting) or the first testing date
(for RSUs with a performance hurdle);




B = depending on the type of RSU, the vesting period calculated in months (for
RSUs with time vesting) or the number of months from the date the RSU was granted
until the first testing date (for RSUs with a performance hurdle);




C = the number of RSUs in the relevant tranche; and




D = the number of RSUs which lapse automatically.




Unless the remaining RSUs vest at an earlier date or the Terms and Conditions of RSU Grant
provide otherwise, a Participant’s remaining RSUs will lapse on the earlier of:




	 	(a)	 	the expiry of 24 months after the Participant’s death, or the Participant
ceases to be employed by a Group Company by reason of Retirement or permanent
disability; and
	 
	 	(b)	 	the date they would have expired had the Participant remained employed,






provided that if the Board issues a notice under paragraph 4.5 or 4.6 advising the
Participant that a RSU has lapsed, the RSU is deemed to have lapsed on the date of death
or cessation of employment (as the case may be) and the Company has no obligation to issue
the Shares to which the RSU relates following any purported vesting of the RSU.




	4.5	 	Vesting of RSUs on Participant’s death
	 
	 	 	If a Participant dies before an RSU vests, at a time when the individual:






	 	(a)	 	is still an employee of a Group Company; or
	 
	 	(b)	 	having ceased to be employed by a Group Company, falls within the terms of
paragraph 4.6,






then (subject to the other provisions of this paragraph 4):




	 	(c)	 	the Participant may be entitled to the vesting of an RSU at any time from
the date of death until it lapses pursuant to paragraph 4.4, except a RSU is deemed
to have lapsed on the date of death where the Board reasonably determines and
provides notice to the Participant in writing that the RSU has lapsed and the Company
has no obligation to issue the Shares to which the RSU relates; or
	 
	 	(d)	 	if permitted by the Board in writing, an RSU that is not a Vested RSU may
vest at any time from the date of death until it lapses.





			
	 	 	 
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	4.6	 	Vesting of an RSU on ceasing to be employed by a Group Company
	 
	 	 	If a Participant ceases to be employed by a Group Company (other than by reason of his or
her death), then (subject to the other provisions of this paragraph 4):






	 	(a)	 	if the employment ceases by reason of Retirement, Redundancy, Separation or
in the circumstances set out in paragraph 4.7 or otherwise for termination by the
relevant Group Company other than in circumstances set out in paragraph 4.9:






	 	(i)	 	the Participant may be entitled to a Vested RSU at any
time from the date of cessation of employment until it lapses pursuant to
paragraph 4.4, except a RSU is deemed to have lapsed on the date of
cessation of employment where the Board reasonably determines and provides
notice to the Participant in writing that the RSU has lapsed and the Company
has no obligation to issue the Shares to which the RSU relates following any
purported vesting of the RSU; or
	 
	 	(ii)	 	then if permitted by the Board in writing, a RSU that is
not a Vested RSU may vest from the date of cessation of employment until it
lapses; or






	 	(b)	 	if the employment ceases for a reason other than Retirement, Redundancy,
Separation or in the circumstances set out in paragraph 4.7 or otherwise for
termination by the relevant Group Company other than in circumstances set out in
paragraph 4.9 any unvested RSU will lapse automatically.






	4.6A	 	Lapsed RSUs do not vest
	 
	 	 	Notwithstanding any other provisions of these rules, a RSU which has lapsed will not vest.






	4.7	 	Individual not treated as ceasing to be an employee
	 
	 	 	For the purposes of this paragraph 4 and subject to paragraph 4.8, a Participant is not
treated as ceasing to be an employee of a Group Company if the individual is no longer an
employee of any Group Company because:






	 	(a)	 	the individual’s employer ceases to be a Group Company, whether or not,
after the cessation, the individual remains an employee of that employer; or
	 
	 	(b)	 	the individual is an employee of a business that is transferred to a person
that is not a Group Company.






	4.8	 	RSU lapses if employer ceases to be a Group Company or on change in ownership of business
	 
	 	 	If a Participant is no longer an employee of a Group Company because of the occurrence of
either of the circumstances set out in paragraph 4.7(a) or (b), the Participant’s RSUs
lapse on the basis set out in paragraph 4.4, as if the applicable circumstance in
paragraph 4.7(a) or (b) was the death, Retirement,





			
	 	 	 
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	 	 	Redundancy, Separation or other termination of the Participant’s employment by the
relevant Group Company.
	 
	4.9	 	RSU may lapse in the case of fraud, dishonesty or voluntary resignation
	 
	 	 	If a Participant:






	 	(a)	 	in the opinion of the Board has committed (or it is evident the Participant
intends to commit), any act (whether by omission or commission) which amounts or
would amount to any of dishonesty, fraud, wilful misconduct, wilful breach of duty,
serious and wilful negligence or incompetence in the performance of the Participant’s
duties; or
	 
	 	(b)	 	in the opinion of the Board is convicted of a criminal offence (other than
a minor motor traffic offence or other trivial offence which does not impact on the
Participant’s good fame and character or ability to perform his/her duties) or is
guilty of any other wilful or recklessly indifferent conduct which, in the reasonable
opinion of the Board, may injure or tend to injure the reputation and/or the business
or operations of a Group Company; or
	 
	 	(c)	 	resigns voluntarily from a Group Company,






the Board may declare that any unvested RSU has lapsed, and the RSU lapses accordingly.




	4.10	 	No vesting of RSU on bankruptcy
	 
	 	 	It is a condition precedent to the vesting of a RSU that if the Participant is an
individual, the Participant is not bankrupt and has not committed an act of bankruptcy or,
if the Participant is deceased, the Participant’s estate is not bankrupt or if the
Participant is not an individual, the Participant is not insolvent or subject to a
resolution or order for winding up.
	 
	4.11	 	Discretion to determine that RSU will not lapse
	 
	 	 	Notwithstanding any other paragraph in this Schedule 5, if a Participant ceases employment
with the Company for any reason, or gives notice of their intention to cease employment
with the Company, subject to the provisions in Schedule 6, if applicable, or the Company
which employs a Participant ceases to be a Group Company for any reason, the Board or the
Remuneration Committee may in its absolute discretion (on any conditions which it thinks
fit) decide that some or all of the unvested RSUs held by the Participant do not lapse,
but lapse at the time and subject to the conditions it may specify by notice to the
Participant, which may include one or more of the following:






	 	(a)	 	that the period to which any Vesting Condition relates is reduced to a
period shorter than that which would otherwise apply;
	 
	 	(b)	 	that any Vesting Condition is waived or modified; and





			
	 	 	 
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	 	(c)	 	that a RSU which vests in accordance with the terms and conditions
specified in the notice may vest within the period specified in paragraph 4.4 or any
shorter period specified in the notice.






	5	 	Delivery of Shares on vesting of RSUs
	 
	5.1	 	Issue or transfer
	 
	 	 	Subject to paragraphs 5.4 and 5.5 within 15 Business Days after the vesting of a
Participant’s RSU, the Company will issue or transfer to the Participant the number of
Shares comprised in each RSU (expressed to four decimal places) multiplied by the number
of RSUs vested by that Participant rounded down to the nearest whole number of Shares.
Subject to the Listing Rules, if a Participant requests that they are allocated CUFS in
respect of the Shares to be issued or transferred, the Company will do everything
practicable to promptly facilitate the issue of CUFS to the Participant in respect of
those Shares.
	 
	5.2	 	Shares issued by the Company to rank pari passu
	 
	 	 	All Shares issued on the vesting of a Participant’s RSUs will rank pari passu in all
respects with the Shares of the same class for the time being on issue except for any
rights attaching to the Shares by reference to a record date prior to the date of their
allotment.
	 
	5.3	 	Shares to be quoted on ASX
	 
	 	 	If Shares of the same class as those issued on the vesting of a Participant’s RSUs are
quoted on the ASX, the Company will apply to the ASX as required by the Listing Rules for
those Shares to be quoted.
	 
	5.4	 	Restriction as to dealing
	 
	 	 	Where the Shares referred to in paragraph 5.1 are subject (pursuant to the Terms and
Conditions of RSU Grant) to any restriction as to disposal or other dealing by the
Participant for any period, the Board may implement any procedure it deems appropriate
that complies with Applicable Regulations to ensure compliance by the Participant with
this restriction.
	 
	5.5	 	Participant’s agreement
	 
	 	 	By applying for and being granted RSUs under these rules, each Participant undertakes that
while the Shares acquired by the Participant as a result of the vesting of RSUs are
subject to any restriction procedure prescribed under paragraph 5.4, the Participant will
not take any action or permit another person to take any action to remove the restriction
procedure.
	 
	5.6	 	Expiry of restriction
	 
	 	 	Upon the expiry of any restriction over a Share, the Company will take all actions
necessary to ensure that the Participant can deal with the Share.





			
	 	 	 
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	6	 	Takeover, Reorganisation and winding-up
	 
	6.1	 	RSUs may vest at a time earlier than the Prescribed Vesting Date
	 
	 	 	Subject to the provisions in Schedule 6, if applicable, if, under any of the following
provisions of this paragraph 6 (in connection with a takeover bid, change of control,
proposed Reorganisation or winding up) the Board, in its absolute discretion, gives notice
that any or all of the Participant’s RSUs may vest as determined by the Board within a
particular time, then, subject to the applicable provisions of paragraph 4 (except
paragraph 4.2), the RSUs may vest within that time in addition to any other period during
which the RSUs vest.
	 
	6.2	 	Change of control
	 
	 	 	If, pursuant to a takeover bid or otherwise, a Control Event occurs prior to vesting of
RSUs:






	 	(a)	 	the Board may determine in its absolute discretion, and subject to any
conditions that it determines, that all or a portion of the RSUs have vested; and
	 
	 	(b)	 	any RSUs held by a participant which the Board has not accelerated so that
they are vested following a Control Event will lapse, and the Participant will be
treated as having never held any right or interest in those RSUs.






	6.3	 	Compulsory acquisition, Reorganisation or winding up
	 
	 	 	If:






	 	(a)	 	a person becomes bound or entitled to compulsorily acquire Shares under the
Articles of Association or Applicable Regulations;
	 
	 	(b)	 	a Reorganisation is sanctioned by one or more of the following under the
Articles of Association, Applicable Regulations or otherwise:






	 	(i)	 	a court;
	 
	 	(ii)	 	a General Meeting or other meeting of holders of the
Company’s securities; or
	 
	 	(iii)	 	a meeting of the Company’s creditors; or






	 	(c)	 	the Company passes a resolution for voluntary winding up or an order is
made for the compulsory winding up of the Company,






then the Board may vest RSUs within a specified period of up to 30 days after the
occurrence of the relevant event.



			
	 	 	 
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	7	 	Adjustment of RSUs
	 
	7.1	 	No bonus issue
	 
	 	 	Subject to the preceding paragraphs, during the currency of a Participant’s RSU and before
its vests, the Participant is not entitled to participate in any bonus issue of Shares pro
rata to shareholders of securities of the Company as a result of holding the RSU.
	 
	7.2	 	Sub-division, consolidation, reduction or return
	 
	 	 	If there is any reorganisation, including any subdivision, consolidation, reduction or
return of the issued capital of the Company, the number of RSUs to which each Participant
is entitled will be adjusted in the way specified by the Listing Rules for options from
time to time.
	 
	7.3	 	No right to participate in new issues
	 
	 	 	Subject to the preceding paragraphs, during the currency of a Participant’s RSU and before
its vests, the Participant is not entitled to participate in any new issue of securities
of the Company as a result of holding the RSU.
	 
	7.4	 	Cumulation of adjustments
	 
	 	 	Full effect must be given to these paragraphs 7.1, 7.2 and 7.3 as and when occasions of
their application arise and in such manner that the effects of the successive applications
of them are cumulative, the intention being that the adjustments they progressively effect
must be such as to reflect in relation to the Shares comprised in an RSU the adjustments
which on the occasions in question are progressively effective in relation to Shares
already on issue. All adjustment calculations are to be to four decimal places.
	 
	 	 	Unless otherwise provided in these rules, a Participant has no right to change the number
of Shares over which the RSU vests.





			
	 	 	 
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Schedule 6 — Provisions applicable only to U.S. Executives





	1	 	General






	 	(a)	 	Notwithstanding any provision of the Plan (including any Schedules thereto)
or any Invitation to the contrary, the terms and conditions specified in this
Schedule 6 shall apply to all Invitations for Options, Performance Rights,
Performance Shares and/or Awards granted to each Participant who is a U.S. Executive
at the time of the grant.
	 
	 	(b)	 	The provisions of this Schedule 6 incorporate the provisions of Schedules
1, 2, 3, 4 and 5 except that, in the event of any conflict between a term and/or
condition of the Plan (or any Invitation) and this Schedule 6, the provisions of this
Schedule 6 shall prevail to the extent of the conflict.






	2	 	Options
	 
	2.1	 	Additional terms and conditions
	 
	 	 	The Board is authorized to grant Options to any U.S. Executive in accordance with Schedule
1 and including the following terms and conditions:






	 	(a)	 	Exercise Price. The Exercise Price payable under an Option shall be
determined by the Board, provided that such Exercise Price shall not be less than
100% of the Fair Market Value of a Share on the Grant Date of the Option. If the
U.S. Executive owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the U.S. Revenue Code) more than 10% of the
combined voting power of all classes of stock of the Company (or any parent
corporation or subsidiary corporation of the Company, as those terms are defined in
Sections 424(e) and (f) of the U.S. Revenue Code, respectively) and an Incentive
Stock Option is granted to such U.S. Executive, the Exercise Price of such Incentive
Stock Option (to the extent required by the U.S. Revenue Code at the time of grant)
shall be no less than 110% of the Fair Market Value a Share on the Grant Date.
	 
	 	(b)	 	Incentive Stock Options. The terms of any Incentive Stock Option granted
under the Plan shall comply in all respects with the provisions of Section 422 of the
U.S. Revenue Code. Notwithstanding anything in the Plan to the contrary, no term of
the Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be exercised,
so as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the U.S. Revenue Code, unless the Executive has first requested, or consents to,
the change that will result in such






			
	 	 	 
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	 	 	 	disqualification. Thus, if and to the extent required to comply with Section 422
of the U.S. Revenue Code, Options granted as Incentive Stock Options shall be
subject to the following special terms and conditions:






	 	(i)	 	Incentive Stock Options shall only be granted to a U.S.
Executive of the Company who, on the Grant Date, is an employee of a Group
Company.
	 
	 	(ii)	 	The Invitation shall specify that no disposition of the
Shares acquired upon exercise of the Incentive Stock Option by the U.S.
Executive shall be allowed within one year from the Prescribed Exercise Date
and two years from the Grant Date.
	 
	 	(iii)	 	The Incentive Stock Option shall not be granted within
10 years from the Effective Date of the Plan, or the date the Plan is
approved by the shareholders, whichever is earlier.
	 
	 	(iv)	 	The Incentive Stock Option shall not be exercisable more
than ten years after the date such Incentive Stock Option is granted;
provided, however, that if an U.S. Executive owns or is deemed to own (by
reason of the attribution rules of Section 424(d) of the U.S. Revenue Code)
more than 10% of the combined voting power of all classes of stock of the
Company (or any parent corporation or subsidiary corporation of the Company,
as those terms are defined in Sections 424(e) and (f) of the U.S. Revenue
Code, respectively) and the Incentive Stock Option is granted to such U.S.
Executive, the term of the Incentive Stock Option shall be (to the extent
required by the U.S. Revenue Code at the time of the grant) for no more than
five years from the date of grant.
	 
	 	(v)	 	The aggregate Fair Market Value (determined as of the
Grant Date of the Incentive Stock Option) of the Shares with respect to
which Incentive Stock Options granted under the Plan and all other option
plans of the Company (and any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the
U.S. Revenue Code, respectively) that become exercisable for the first time
by the U.S. Executive during any calendar year shall not (to the extent
required by the U.S. Revenue Code at the time of the grant) exceed
US$100,000.
	 
	 	(vi)	 	An Incentive Stock Option shall not be transferable by
such U.S. Executive otherwise than by will or the laws of descent and
distribution, and is exercisable, during the U.S. Executive’s lifetime, only
by such U.S. Executive.
	 
	 	(vii)	 	An Incentive Stock Option shall not be exercisable more
than three months after the U.S. Executive ceases to be employed by a Group
Company. However, if such cessation is on account of the U.S. Executive’s
disability (within the







			
	 	 	 
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	 	 	 	meaning of Section 22 of the U.S. Revenue Code), the three months shall
be extended to 12 months.






	2.2	 	Adjustments
	 
	 	 	Notwithstanding anything to the contrary, the Board shall not make any adjustments to
Options under Section 7.2 of Schedule 2 that would cause any adverse tax treatment to any
Participant under Section 409A of the U.S. Revenue Code or that would be in contravention
of any U.S. securities laws or any rules and regulations under the New York Stock Exchange
or any exchange on which the Shares of the Company are listed.
	 
	3	 	Performance Rights
	 
	3.1	 	Additional terms and conditions
	 
	 	 	The Board is authorized to grant Performance Rights to any U.S. Executive (which shall be
treated as a grant of restricted stock to such U.S. Executive and governed by Section 83
of the U.S. Revenue Code) in accordance with Schedule 2 and including the following terms
and conditions:






	 	(a)	 	Grant and Restrictions. Performance Rights shall be subject to such
restrictions on transferability, risk of forfeiture and other restrictions, if any,
as the Board may impose, or as otherwise provided in this Plan, covering a period of
time specified by the Board (the “Restriction Period”). The terms of any Invitation
to apply for Performance Rights granted under the Plan shall contain provisions
determined by the Board and not inconsistent with the Plan. The restrictions may
lapse separately or in combination at such times, under such circumstances (including
based on achievement of performance goals and/or future service requirements), in
such instalments or otherwise, as the Board may determine at the date of grant or
thereafter. Except to the extent restricted under the terms of the Plan and any
Invitation relating to Performance Rights, an U.S. Executive granted Performance
Rights shall have all of the rights of a shareholder, including the right to vote the
Shares underlying the Performance Rights and the right to receive dividends thereon
(subject to any mandatory reinvestment or other requirement imposed by the Board).
During the Restriction Period, the Performance Rights may not be sold, transferred,
pledged, hypothecated, margined or otherwise encumbered by the U.S. Executive.
	 
	 	(b)	 	Certificates for Stock. Performance Rights granted under the Plan may be
evidenced in such manner as the Board shall determine. If certificates representing
Performance Rights are registered in the name of the U.S. Executive, the Board may
require that such certificates bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Performance Rights, that the Company
retain physical possession of the certificates, and that the U.S. Executive deliver a
stock power to the Company, endorsed in blank, relating to the Performance Rights.







			
	 	 	 
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	 	(c)	 	Dividends and Splits. As a condition to the Invitation to apply for
Performance Rights, the Board may require or permit an U.S. Executive to elect that
any cash dividends paid on a Share underlying such Performance Rights be
automatically reinvested in additional Performance Rights or applied to the purchase
of additional Performance Rights under the Plan. Unless otherwise determined by the
Board, Shares distributed in connection with a stock split or stock dividend, and
other property distributed as a dividend, shall be subject to restrictions and a risk
of forfeiture to the same extent as the Performance Rights with respect to which such
Shares or other property have been distributed.






	4	 	Performance Shares
	 
	4.1	 	Terms and conditions
	 
	 	 	The Board is authorized to grant Performance Shares to any U.S. Executive. Any
Performance Shares granted to a U.S. Executive shall be governed by the following
provisions and those terms and conditions in Schedule 3 shall not be applicable to such
grant (and, for the avoidance of doubt, any Performance Shares granted under this Schedule
5 shall not be held by the Trustee under the Trust established in relation to the
Performance Share Plan):






	 	(a)	 	Grants and Restrictions. The Board is authorized to grant Performance
Shares to any U.S. Executive payable in cash, Shares, or other Performance Shares, on
terms and conditions established by the Board, if and to the extent that the Board
shall, in its sole discretion, determine that such Performance Shares shall be
subject to those provisions. The performance criteria to be achieved during any
Performance Period and the length of the Performance Period shall be determined by
the Board upon the grant of each Performance Share. Except as may be provided in an
Invitation for Performance Shares, Performance Shares will be distributed only after
the end of the relevant Performance Period. The performance goals to be achieved for
each Performance Period shall be conclusively determined by the Board and may be
based upon the criteria set forth in paragraph 6.1(f) of this Schedule, or in the
case of Performance Shares that the Board determines shall not be subject to
paragraph 6.1(f) of this Schedule, any other criteria that the Board, in its sole
discretion, shall determine should be used for that purpose. The number of
Performance Shares to be distributed shall be conclusively determined by the Board.
Performance Shares may be paid in Shares or in a lump sum or in instalments following
the close of the Performance Period or, in accordance with procedures established by
the Board, on a deferred basis.
	 
	 	(b)	 	Other Terms and Conditions. Unless otherwise determined by the Board on
the Grant Date and in the Invitation, all other terms and conditions of Performance
Shares granted to U.S. Executives shall be governed under Schedule 2, provided that
“Performance Share” shall replace “Performance Right” in each such place that it
appears in such Schedule 2.







			
	 	 	 
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	5	 	Awards and RSUs
	 
	5.1	 	Additional terms and conditions
	 
	 	 	The Board is authorized to grant Awards and RSUs to any U.S. Executive in accordance with
Schedules 4 and 5, respectively, and including the following terms and conditions:






	 	(a)	 	Compliance with Section 409A. Grants of Awards and/or RSUs under the Plan
are intended to be exempt from the requirements of Section 409A by reason of the
benefits hereunder constituting short-term deferrals within the meaning of applicable
guidance issued under Section 409A, and to the extent administratively practicable,
the Plan shall be construed in a manner consistent with the requirements for such
exemption. If and to the extent that the grant of Awards and/or RSUs under the Plan
are not deemed to qualify for the short-term deferral exception, then the Plan and
any Invitations for Awards and/or RSUs granted pursuant to the Plan shall be
construed in a manner consistent with the requirements of Section 409A, and the
Committee may amend the Plan and/or any such Invitations to the extent necessary or
appropriate to comply with those requirements, without obtaining shareholder or
Participant approval.






	6	 	Certain Provisions Applicable to Options, Performance Rights, Performance Shares, Awards and
RSUs
	 
	 	 	Each Option, Performance Right, Performance Share, Award and RSU granted to a U.S.
Executive shall be subject to the following additional provisions:






	 	(a)	 	Term. The term of each Option, Performance Right, Performance Share, Award
and RSU shall be for such period as may be determined by the Board; provided that in
no event shall the term exceed a period of ten years (or in the case of an Incentive
Stock Option such shorter term as may be required under Section 422 of the U.S.
Revenue Code).
	 
	 	(b)	 	Time and Method of Exercise. The Board shall determine the time or times
at which or the circumstances under which an Option, Performance Right, Performance
Shares or an RSU may be withdrawn and/or Award may be exercised in whole or in part
(including based on achievement of performance goals and/or future service
requirements), the time or times at which such Option, Performance Right, Performance
Share, Award and/or RSU shall cease to be or become exercisable or withdrawn (as the
case may be) following a Participant ceasing to be employed by a Group Company or
upon other conditions, the methods by which the exercise price may be paid or deemed
to be paid (including in the discretion of the Board a cashless exercise procedure),
the form of such payment, including, without limitation, cash, Shares (including
without limitation the withholding of Shares otherwise deliverable pursuant to the
Option, Performance Right, Performance Share, Award and/or






			
	 	 	 
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	 	 	 	RSU), other Options, Performance Rights, Performance Shares, Awards and/or RSUs
granted under other plans of the Company or a Group Company, or other property
(including notes or other contractual obligations of Participants to make payment
on a deferred basis provided that such deferred payments are not in violation of
the Sarbanes-Oxley Act of 2002, or any rule or regulation adopted thereunder or
any other applicable law), and the methods by or forms in which Shares will be
delivered or deemed to be delivered to Participants.
	 
	 	(c)	 	Form and Timing of Payment. Subject to the terms of the Plan and any
applicable Invitation, payments to be made by the Company upon the exercise or
settlement of an Option, Performance Right, Performance Share, Award and RSU may be
made in such forms as the Board shall determine, including, without limitation, cash,
Shares, other Invitations or other property, and may be made in a single payment or
transfer, in instalments, or on a deferred basis. Any instalment or deferral
provided for in the preceding sentence shall, however, be subject to the Company’s
compliance with the provisions of the Sarbanes-Oxley Act of 2002, the rules and
regulations adopted by the Securities and Exchange Commission thereunder, and all
applicable rules of the New York Stock Exchange or any national securities exchange
on which the Company’s securities are listed for trading and, if not listed for
trading on either the New York Stock Exchange or a national securities exchange, then
the rules of the Nasdaq Stock Market. The settlement of any Option, Performance
Right, Performance Share, Award and RSU may be accelerated, and cash paid in lieu of
Shares in connection with such settlement, in the discretion of the Board or upon
occurrence of one or more specified events (in addition to a Change in Control)
subject to compliance with section 409A of the Code, if applicable. Instalment or
deferred payments may be required by the Board or permitted at the election of the
Executive on terms and conditions established by the Board. Payments may include,
without limitation, provisions for the payment or crediting of a reasonable interest
rate on instalment or deferred payments or the grant or crediting of Dividend
Equivalents or other amounts in respect of instalment or deferred payments
denominated in Shares.
	 
	 	(d)	 	Exemptions from Section 16(b) Liability. It is the intent of the Company
that the grant of any Options, Performance Rights, Performance Shares, Awards and
RSUs to (and/or any other transactions pursuant to the Plan with) an Executive who is
subject to Section 16 of the U.S. Exchange Act, shall be exempt from Section 16
pursuant to an applicable exemption (except for transactions acknowledged in writing
to be non-exempt by such Executive). Accordingly, if any provision of this Plan or
any Invitation does not comply with the requirements of Rule 16b-3 then applicable to
any such transaction, such provision shall be construed or deemed amended to the
extent necessary to conform to the applicable requirements of Rule 16b-3 so that such
Executive shall avoid liability under Section 16(b).






			
	 	 	 
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	 	(e)	 	U.S. Revenue Code Section 409A. If and to the extent that the Board
believes that the Plan and/or any Invitations for Options, Performance Rights,
Performance Shares, Awards and RSUs may constitute a “nonqualified deferred
compensation plan” under Section 409A of the U.S. Revenue Code, the terms and
conditions set forth in the Award Agreement for that Award shall be drafted in a
manner that is intended to comply with, and those provisions (and /or the provisions
of the Plan applicable thereto) shall be interpreted in a manner consistent with, the
applicable requirements of Section 409A of the U.S. Revenue Code, and the Board, in
its sole discretion and without the consent of any U.S. Executive, may amend any
Award Agreement (and the provisions of the Plan applicable thereto) if and to the
extent that the Board determines necessary or appropriate to comply with the
applicable requirements of Section 409A of the U.S. Revenue Code.
	 
	 	(f)	 	U.S. Revenue Code Section 162(m) Provisions.






	 	(i)	 	Covered Employees. The Committee, in its
discretion, may determine at the time an Option, Performance Right,
Performance Share, Award or RSU is granted to an Executive who is, or is
likely to be, as of the end of the tax year in which the Company would claim
a tax deduction in connection with such Option, Performance Right,
Performance Share, Award or RSU, a “Covered Employee,” that the provisions
of this Section 6.1(e) shall be applicable to such Option, Performance
Right, Performance Share, Award or RSU.
	 
	 	(ii)	 	Performance Criteria. If an Option, Performance
Right, Performance Share, Award or RSU is subject to this Section 6.1(e),
then the lapsing of restrictions thereon and the distribution of cash,
Shares or other property pursuant thereto, as applicable, shall be
contingent upon achievement of one or more objective performance goals.
Performance goals shall be objective and shall otherwise meet the
requirements of Section 162(m) of the U.S. Revenue Code and regulations
thereunder including the requirement that the level or levels of performance
targeted by the Committee result in the achievement of performance goals
being “substantially uncertain.” One or more of the following business
criteria for the Company, on a consolidated basis, or for business or
geographical units, or products, of the Company (except with respect to the
total shareholder return and earnings per share criteria), shall be used by
the Committee in establishing performance goals for such Options,
Performance Rights, Performance Shares, Awards and RSUs: (1) earnings per
share; (2) revenues or margins; (3) cash flow; (4) operating margin; (5)
return on net assets, investment, capital, or equity; (6) economic value
added; (7) direct contribution; (8) net income; pre-tax earnings; earnings
before interest and taxes; earnings before interest, taxes, depreciation and
amortization; earnings after interest expense and before extraordinary or
special items; operating income; income before interest income or expense,
unusual items and income taxes, local,






			
	 	 	 
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	 	 	 	state or federal and excluding budgeted and actual bonuses which might
be paid under any ongoing bonus plans of the Company; (9) working
capital; (10) management of fixed costs or variable costs; (11)
identification or consummation of investment opportunities or completion
of specified projects in accordance with corporate business plans,
including strategic mergers, acquisitions or divestitures; (12) total
shareholder return; (13) credit facility and liquidity management; (14)
market share; (15) entry into new markets, either geographically or by
business unit; (16) customer retention and satisfaction; (17) strategic
plan development and implementation, including turnaround plans; (18)
the Fair Market Value of a Share, (19) primary demand growth, (20)
achievement of environmental/waste goals, (21) achievement of safety
goals, (22) resolution of legacy issues and/or (23) achievement of
talent development/management goals. Any of the above goals may be
determined on an absolute or relative basis or as compared to the
performance of a published or special index deemed applicable by the
Committee including, but not limited to, the Standard & Poor’s 500 Stock
Index or a group of companies that are comparable to the Company. The
Committee shall exclude the impact of an event or occurrence which the
Committee determines should appropriately be excluded, including without
limitation (i) restructurings, discontinued operations, extraordinary
items, and other unusual or non-recurring charges, (ii) an event either
not directly related to the operations of the Company or not within the
reasonable control of the Company’s management, or (iii) a change in
accounting standards required by generally accepted accounting
principles.
	 
	 	(iii)	 	Performance Period; Timing For Establishing
Performance Goals. Achievement of performance goals in respect of
Performance Awards shall be measured over a Performance Period no shorter
than 12 months and no longer than five years, as specified by the Committee.
Performance goals shall be established not later than 90 days after the
beginning of any Performance Period applicable to such Performance Awards,
or at such other date as may be required or permitted for “performance-based
compensation” under U.S. Revenue Code Section 162(m).
	 
	 	(iv)	 	Adjustments. The Committee may, in its
discretion, reduce the amount of a settlement otherwise to be made in
connection with Options, Performance Rights, Performance Shares, Awards or
RSUs subject to this Section 8, but may not exercise discretion to increase
any such amount payable to a Covered Employee in respect of an Option,
Performance Right, Performance Share, Award or RSU subject to this Section
6.1(e). The Committee shall specify the circumstances in which such Awards
shall be paid or forfeited in the event of termination of the Executive’s
employment prior to the end of a Performance Period or







			
	 	 	 
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	 	 	 	exercise or settlement of Options, Performance Rights, Performance
Shares, Awards or RSUs.
	 
	 	(v)	 	Committee Certification. No Executive shall
receive any payment under the Plan that is subject to this Section 6.1(e)
unless the Committee has certified, by resolution or other appropriate
action in writing, that the performance criteria and any other material
terms previously established by the Committee or set forth in the Plan, have
been satisfied to the extent necessary to qualify as “performance based
compensation” under U.S. Revenue Code Section 162(m).






			
	 	 	 
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