EX-10.6



 Exhibit 10.6 
  

			
	



	  	 National Australia Bank Limited
 ABN 12 004
044 937
 AFSL 230686


 5 August 2010 
 Steve
Ulenberg 
 Head of Enterprise Risk Insight 
 Bank of New
Zealand 
 Level 4, BNZ Tower 
 125 Queen St 

Auckland, NEW ZEALAND 
 Dear Steve, 

I am pleased to confirm your appointment as Chief Risk Officer, Great Western Bank reporting to Jeff Erickson, President & CEO, Great Western
Bank, located in Sioux Falls, South Dakota — United States of America (US). During this expatriate assignment, you will remain an employee of Bank of New Zealand (the “National”). 

Your remuneration and other assignment conditions will be determined in accordance with the National’s Group Expatriate Policy (the
“Policy”). A copy of the current Policy is attached, which may be amended by the National from time to time. The Policy is essential reading to enable you to become familiar with the remuneration, benefits and relocation arrangements that
will apply to your expatriate appointment. 
 TERM OF APPOINTMENT 

Your expatriate assignment to the US will commence on mutually agreed date and is expected to be for an initial term of 3 years; however, the National reserves
the right to amend the term of your expatriate assignment at any time and for any reason. 
 REMUNERATION AND BENEFITS 

Fixed Remuneration 
 A separate international pay structure
operates for expatriates and is called Expatriate Net Pay (“ENP”). An ENP worksheet is attached, which includes a detailed explanation of the ENP methodology. The ENP is calculated with reference to your home country Total Employment
Compensation (“TEC”) of NZD 250,000 per annum. 
 Performance Incentive 

You are eligible to participate in the National’s Short-Term Incentive (STI) Plan. Your target annual STI reward for the duration of your Local Plus
assignment is 30% of your home country TEC. STI rewards are subject to the terms and conditions of the STI Plan in respect of those rewards at the relevant time. STI rewards are not guaranteed, as they are subject to the achievement of your
individual, and the National’s, performance targets and to your passing the behaviour and compliance “quality gates”. STI rewards may, at the discretion of the National, be provided in cash or in deferred National shares or a
combination of both. Any cash payment provided as part of the STI Plan will be made in New Zealand and will be tax equalised. Any National shares provided as part of the STI Plan will be subject to particular terms and conditions attached to those
shares at the relevant time. The National may, in its discretion, discontinue, replace, or vary the terms of the STI Plan at any time. STI rewards, if paid, are normally paid in December of each year. 







 Options/Share Schemes 

Participation will be in accordance with the eligibility criteria of the National’s employee performance options and performance rights plans and share
plans (as applicable). 
 Annual Leave 
 While on your
expatriate assignment, you will be entitled to annual leave of 20 working days per annum. Annual leave may be taken by mutual agreement between you and you line manager. 

Home Leave 
 One home leave benefit will accrue after each
completed year of expatriate service. Return economy class airfares will be provided for you and your dependent family. Home leave may be taken by mutual agreement between you and you line manager. 

Health Insurance 
 The National Group’s global
provider, Marsh Pty Ltd, will provide health insurance for the term of your expatriate assignment. 
 Housing, Furniture and Utilities 

Housing and furnishings will be provided to you in the US, the maximum cost of which is benchmarked in terms of Policy, currently USD 2,500 per month. You
will not be charged for the cost of housing in the US up to the above amount; however, you will be responsible for the cost of all utilities (gas, electricity, etc.), except for initial connection fees, which are reimburseable. 

Partner Vocational Assistance 
 Partner vocational
assistance will be provided in line with Policy, currently NZD 2,500 per annum. 
 Motor Vehicle 

A motor vehicle will be provided for your personal use, the cost of which is benchmarked in terms of US Policy. You will not be charged for the cost of the
motor vehicle. 
 Tax Return Preparation 
 Deloitte
Touche Tohmatsu (“Deloitte”) or another service provider appointed by the National, will prepare your home country and host country income tax returns for each year of expatriate assignment, including for the year of repatriation to your
home country. 
 Transfer Allowance 
 A transfer
allowance of NZD 6,800 net will be paid to you prior to your departure from New Zealand. This amount is to be grossed up for New Zealand tax purposes. This allowance is to cover costs associated with your transfer excluding those costs outlined in
“Pre-Departure Transfer Arrangements” below. In accordance with policy, this allowance will be payable upon your repatriation. 
 PRE-DEPARTURE
TRANSFER ARRANGEMENTS 
 A Service Coordinator (“SC”) from Sirva, the National’s global provider of relocation services, will be in
contact with you shortly after your acceptance of this assignment. Your SC will guide you and your dependant family, Liz and Tom, through the entire moving process and will assist you on your 

  

					
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arrival in the US. Your SC will also keep you updated with the progress of your move and relevant information will be available to you through Sirva’s website. Access and password details
will be provided to you by your SC. 
 Visa Status 
 The
National will sponsor you for a temporary work permit to enable you to work in the US. However, you and your expatriate assignment role must meet specific US immigration/visa requirements before a visa application is lodged. You will be provided
with instructions the National’s preferred Attorney’s in the US. 
 Health Assessment 

You and your dependent family are required to participate in the National’s international assignee health assessment program prior to your departure for
the US. Details and forms are available through the Sirva’s website. It is advisable to have these assessments carried out quickly, as you will be unable to commence your assignment until they have been completed. This will also be required
upon repatriation. 
 Taxation Briefing 
 It is
essential that you have a comprehensive understanding of the tax implications of your expatriate assignment to the US. Therefore, it is suggested that you meet with Deloitte to discuss your tax position as soon as possible. Your tax manager’s
contact details for home and host countries can be found on Sirva’s website. 
 Cross-Cultural Briefing 

Prior to moving to moving to the US, you and your dependent family will have the opportunity to attend a briefing on the cultural differences between the US
and New Zealand. This will also provide useful “on the ground” information and it is suggested that you undertake this early in the pre-departure process. Your SC will arrange this for you. 

Shipping and Storage 
 Your SC will arrange for a quote to
be prepared by a shipping company with regard to moving your personal effects to the US. You will be permitted to send 100 kilograms per family member by airfreight, with the remainder to be sent by seafreight. This sea shipment will be limited to a
twenty-foot container. Your SC will also arrange transit insurance for your freight. 
 During the term of your expatriate assignment to the US, the
National will continue to meet the cost of storing and insuring your furniture and personal effects in New Zealand, including one motor vehicle. Your SC will also arrange storage requirements. 

Temporary Accommodation 
 Your SC will arrange for up to
three days’ accommodation in a serviced apartment (if required) immediately prior to your departure to the US. While the National will meet the cost of this accommodation, all other costs (food, laundry, telephone calls, etc.) will be borne by
you. 
 Travel to and from Assignment 
 Business class
travel is approved for you and your dependent family when travelling on the approved travel route to your expatriate assignment and will similarly apply on repatriation. 

  

					
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 ARRIVAL IN HOST COUNTRY 

Temporary Accommodation 
 Your SC will arrange
transportation for you and your dependent family from the airport to your temporary accommodation in the US. This accommodation will have been booked in advance and is generally for a period of four to six weeks while you find more permanent
accommodation. The National will meet the cost of this temporary accommodation; however, all other costs (food, laundry, telephone calls, etc.) will be borne by you. 

Home Search and Orientation 
 A Service Coordinator from
Sirva in the US will assist with home search and will provide you with an arrival information pack. The consultant will also be available to answer any immediate questions you may have regarding your new location. 

Settling-in Leave 
 You are entitled to two working
days’ paid special leave for settling-in purposes in the US. 
 REPATRIATION 

In the event that the Great Western Bank no longer operates as an entity of the National Australia Bank Limited, the National will transfer you and your
dependant family back to your home country New Zealand at the National’s cost, in accordance to the transfer arrangements detailed in this letter and the “Policy”. 

FURTHER INFORMATION 
 Please contact me, on +61 3 8641
3434, if you have any queries regarding your relocation to the US. 
 ACCEPTANCE 

Would you please sign and return the original of this letter and return it to me to confirm your acceptance of the terms of your expatriate assignment to the
US. 
 Steve, I would like to take this opportunity to wish you success on your expatriate assignment to the US and look forward to your ongoing support and
commitment to the National. 
  

	
	Yours sincerely,
	
	/s/ Kelly Kotsakis
	
	Kelly Kotsakis
	Consultant – Global Assignment Services


  

					
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 ACCEPTANCE 

I, Steve Ulenberg, acknowledge that I have read and understood the terms of the expatriate assignment to the US, as set out in this letter and as
contained in the National’s Group Expatriate Policy (as amended from time to time) (the “expatriate assignment”), and I hereby: 
  

	1.	accept the terms and conditions of the expatriate assignment and agree not to discuss this information with other employees or international assignees of the National or any subsidiary or associated company of the
National; 

  

	2.	agree to abide by the terms and conditions of the National’s Group Expatriate Policy and associated attachments and agree not to discuss this information with other employees or international assignees of
the National or any subsidiary or associated company of the National; 

  

	3.	agree to abide by the National’s corporate principles and behaviours and compliance standards, the National’s policies and procedures and all local laws, regulations and obligations that are applicable to me
and my position during the term of the expatriate assignment; 

  

	4.	agree to abide by the terms and conditions of all visas and work permits granted to enable me to perform the work required in respect of the expatriate assignment; 


 

	5.	declare that where I have provided personal information about an individual (such as myself, family, relative, solicitor or contact person), I have made, or will immediately make, the individual aware of that fact and:


  

	 	•	 	that their personal information has been collected by National Australia Bank Limited for the purposes of the expatriate assignment; 


 

	 	•	 	that their personal information may be disclosed to other organisations involved in the relocation, management or administration of the expatriate assignment, as required by law or with their consent; 


 

	 	•	 	that I may not be able to obtain some services as part of the expatriate assignment if that individual’s personal information is not provided; 


 

	 	•	 	that the individual can gain access to their personal information by contacting People and Culture, National Australia Bank Limited, Melbourne, Australia. 


 

			
	Signature	  	Date


  

					
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 SUMMARY OF MAIN TERMS OF EXPATRIATE ASSIGNMENT 

 

			
	Employee Name:	  	Steve Ulenberg
		
	Home Business Unit:	  	Risk, Bank of New Zealand
		
	Host Business Unit:	  	Risk, Great Western Bank
		
	Host Location:	  	Sioux Falls, South Dakota - US
		
	Job Title:	  	Chief Risk Officer

  

			
	Date of Commencement of Assignment:	  	To be confirmed.
		
	Period of Assignment:	  	3 years
		
	Home Country Total Employment Compensation:	  	NZD 250,000 gross per annum
		
	Net Transfer Allowance (each way):	  	NZD 6,800 net
		
	Housing Allowance:	  	USD 2,500 per month
		
	Partner Vocational Allowance:	  	NZD 2,500 per annum
		
	Motor Vehicle:	  	Provided by company
		
	Annual Leave:	  	20 working days
		
	Travel Days (each way):	  	Two working days
		
	Settling-in Leave:	  	Two working days


  

					
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	  	 National Australia Bank Limited

ABN 12 004 044 937


 Global Assignment Services 

Level 7, 700 Bourke Street 
 Docklands
VIC 3008 
 Direct Telephone: +61 3 8641 4879 

23 December 2013 
 Steve Ulenberg 

100N Phillips Avenue 
 Sioux Falls 

SD 57101 
 USA 

Dear Steve, 
 Further to your initial letter of offer dated
5 August 2010 and previous assignment extension letters, I am pleased to confirm the further extension of your International Assignment to the Great Western Bank, US to 15 October 2015; however the Group reserves the right to amend the
term of appointment at any time and for any reason. 
 During your international assignment you will continue to remain an employee of Bank of New Zealand,
seconded to the Great Western Bank, US. 
 Your position details are confirmed as follows: 

 

			
	Position Title:	  	Chief Risk Officer, GWB
		
	Salary	  	NZD 300,000 per annum (effective 1 January 2014)
		
	STI:	  	30%
		
	People Leader:	  	Ken Karels

 All other assignment conditions will continue to be determined in accordance with the Group International Assignment Policy. A
copy of the current policy is attached which may be amended from time to time. 
 As your assignment is being extended it is important that you check your
visa details. The extension of your assignment is subject to you having the appropriate visa approval to work in the US. 
 If the extension of your
international assignment and enclosed policy are acceptable to you, please sign the attached copy and return via email to the Global Assignment Services mailbox. 

  

					
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	  	 National Australia Bank Limited

ABN 12 004 044 937


  

 Please do not hesitate to contact Joanne Sammut on +61 3 8641 4879, should you have any queries, otherwise I
take this opportunity to wish you continued success on your overseas assignment. 
  

	
	Yours Sincerely,
	
	




	Victor Brusco
	Manager P&R Programs & Planning


  

					
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	  	 National Australia Bank Limited

ABN 12 004 044 93


  

 I, Steve Ulenberg, have read the enclosed documentation and acknowledge that: 

 

	1.	I understand and accept the terms and conditions outlined in this extension letter and agree not to discuss this information with other employees or international assignees within NAB. 


 

	2.	I agree to abide by the Group International Assignment Policy and associated attachments and agree not to discuss this information with other employees or international assignees within NAB. 


 

	3.	I understand that I must abide by the terms and conditions of all visas and work permits granted to enable me to perform the work required for this assignment. 


 

	4.	I declare where I have provided personal information about an individual (such as myself, family, relative, solicitor or contact person), I have made, or will immediately make, the individual aware of that fact and:


  

	 	•	 	that their personal information has been collected by the National Australia Bank Group organisation for the purposes of my international assignment; 


 

	 	•	 	that their personal information may be disclosed to other organisations involved in the relocation, management or administration of my international assignment, as required by law or with their consent;


  

	 	•	 	that I may not be able to obtain some services as part of the international assignment if that individual’s personal information is not provided; 


 

	 	•	 	that the individual can gain access to their personal information by contacting Global Assignment Services. 

  

			
	Signature /s/ Steve Ulenberg	  	Date 5/23/2014


  

					
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