EXHIBIT 4.4


 


Employment
agreement – Mr Michael J Hamar (as Group Chief Risk Officer)


 





















 


PRIVATE &
CONFIDENTIAL


 


5 October 2004


 


Michael Hamar


 


 


 


Dear Michael,


 


On behalf of National Australia Bank Limited
(the “National”), I am pleased to offer you employment with the National, and I
look forward to your acceptance of this offer.


 


The National provides a challenging and dynamic work
environment, and I expect that it will be possible for you to develop and
enhance your capabilities within the National. The National values
high-performing, committed employees and seeks leadership qualities from all
levels within the organisation. I look forward to your contribution to the
opportunities and challenges facing the National.


 


This letter (including the Schedule and
Attachment) sets out the terms of your employment, and constitutes your
employment agreement with the National (“employment agreement”). This
employment agreement replaces all existing and previous agreements,
arrangements, understandings or negotiations between you and the National and
any Related Body Corporate in respect of employment with the National.


 


All monetary amounts referred to in this
employment agreement are in Australian dollars.


 


1              Position and Duties


 


1.1           Your position is Group Chief Risk Officer, reporting to me and located at                                              ,
Sydney.


 


1.2           You will exercise the powers and discretions,
hold the responsibilities and perform the duties and tasks of your position
inclusive of those which the National determines are appropriate to your
position or those delegated to you by the National from time to time
(collectively “the powers, duties and responsibilities of your position”).


 


1.3           You will faithfully and diligently exercise
your powers and perform your duties and responsibilities in a proper and
efficient manner and you will manage with integrity and respect all matters
concerning the National’s employees and customers. Unless you are absent from
duty by reason of ill health or approved leave, you will devote the whole of
your time, attention and abilities, during the National’s normal business hours
and otherwise as is reasonably necessary, to perform the powers, duties and
responsibilities of your position.


 


1.4           The National may, at its discretion, make
reasonable changes to your reporting arrangements, duties and location on
giving you reasonable notice, following consultation with you, and taking into
account your career considerations and personal circumstances. Any such changes
are to be commensurate with your ability, experience and skills and are not to
constitute a change in your position.


 





















 


Any reasonable change to
this employment agreement by the National will not constitute a redundancy, and
all other terms and conditions of this employment agreement will apply, unless
otherwise specified by the National.


 


1.5           In your position, you will comply with all
lawful and reasonable directions of your line manager or any other person authorised
by the National.


 


1.6           During your employment, you must use your best endeavours
to promote and enhance the National’s interests, welfare, business,
profitability, growth and reputation. You must not intentionally recklessly or
negligently do, or omit to do, anything that is or may be harmful to those
things.


 


1.7           In addition to your duties as an employee of
the National, you will also owe duties in respect of each Related Body
Corporate in your capacity as an employee of the National in respect of any
duties performed in relation to a Related Body Corporate.


 


1.8           You must promptly report to your manager, or
any other person authorised by the National, any material information that
relates to the business of the National (or of any Related Body Corporate), the
exercise of your powers or the performance of your duties and responsibilities.


 


1.9           You must provide any information and
explanations that your manager, or any other person authorised by the National,
requests, where such information and explanation relates to the business of the
National (or of any Related Body Corporate), the exercise of your powers or the
performance of your duties and responsibilities.


 


2              Employer


 


Your employment agreement will be with the
National. However, as stated in sub-paragraph 1.8, you may also be required to
provide services to any Related Body Corporate of the National. You are not and
will not become an employee of any Related Body Corporate by reason of
provision of services to any Related Body Corporate or by reason of holding
office as a director of any Related Body Corporate.


 


3              Period of
Employment


 


3.1           This employment agreement, and your obligations
under it, will commence on                       2004
(“Commencement Date”).


 


3.2           Unless your employment with the National is
terminated earlier in accordance with paragraph 21, the period of your
employment under this employment agreement is for four years from the
Commencement Date and will cease by reason of effluxion of time on
                             
2008 (the “Completion Date”).


 


3.3           No later than six months before the Completion
Date, the National will review with you the possibility of extending your
employment and this employment agreement for a period of one year from the
Completion Date.


 


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4              Remuneration


 


4.1           Your entitlement to remuneration, as provided
for under this employment agreement, will commence on and from your first day
of work in your new position.


 


Total
Employment Compensation (“TEC”)


 


4.2           Your annual remuneration will be provided as a
combination of cash salary, superannuation contributions made by the National
as your employer (as prescribed by the Federal Government’s Superannuation
Guarantee (“SG”) legislation) and a packaged benefit, as agreed between you and
the National from time to time using the National’s TEC methodology. TEC is the
fixed component of remuneration, and comprises your Total Remuneration Package (“TRP”)
and the National’s employer superannuation contributions.


 


4.3           Your TEC on commencement of work in your new
position is $675,000 per annum.


 


4.4           Your TEC is provided in accordance with the
terms of the Management Remuneration Package
Guidelines, as issued and varied by the National in its discretion
from time to time.


 


4.5           Your TEC will be reviewed on an annual basis.


 


4.6           Your TRP is $620,804 per annum and is comprised
of a cash salary and a packaged benefit. TRP is calculated as TEC minus
mandatory employer-funded superannuation contributions.


 


4.7           The packaged benefit may be provided as cash or
non-cash benefits or a combination of both, and will include any Fringe
Benefits Tax payable by the National in connection with the provision of
non-cash benefits. The range of non-cash benefits available will be at the
discretion of the National and will be in accordance with the National’s
policy, as amended from time to time. You are entitled to a packaged benefit of
up to a maximum of 40% of your TRP.


 


Payment of
Cash Salary


 


4.8           Your cash salary will be paid fortnightly in
arrears. As a National employee, your cash salary will need to be directly
credited to a National bank account. If you need to open a National account,
please contact your local branch or National Telephone Banking on 13 22 65. You
will need to meet the relevant terms and conditions and present the necessary
documentation to meet the 100-point check required by law.


 


Superannuation


 


4.9           The National will arrange for the Trustee of
the National Australia Bank Group Superannuation Fund A (the “Fund”) to offer
you membership of the Fund on terms pursuant to the Trust Deed and Rules of
the Fund.


 


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4.10         The National will make annual superannuation
contributions to the Fund on your behalf currently calculated as 9.7% of 90% of
your TRP, or where your TRP exceeds the Maximum Earnings Base (“MEB”) as
prescribed by the SG legislation (currently $128,720 per annum), up to 9.7% of
the MEB. These contributions are included in your TEC and comprise the
following:


 


(a)           9.2% of 90% of your TRP (or up to 9.2% of the
MEB where your TRP exceeds the MEB). As your TRP exceeds the MEB, this amount
is initially $11,842 per annum and will be credited to your account in the Fund
in line with the fortnightly pay cycle. The National may alter the amount of
this contribution from time to time, subject to any applicable legislation or change
to the National’s superannuation or remuneration policy. This contribution is
in addition to any salary sacrifice contribution you nominate as part of your
TRP (up to the age-based maximum deductible contribution limits), and any
contribution you elect to make to the Fund from post-tax TRP; and


 


(b)           on average, 0.5% of 90% of your TRP (or up to
0.5% of the MEB where your TRP exceeds the MEB) will be contributed to the Fund
on your behalf to cover the costs of death and disablement benefits (on average
0.4%) and fund administration (on average 0.1 %). As your TRP exceeds the MEB,
this amount is initially $644 per annum and may be altered by the National from
time to time, subject to any recommendations by the Fund Actuary or any
applicable legislation or any change to the National’s superannuation or
remuneration policy.


 


4.11         As your TRP is greater than the MEB, the
difference between 9.7% of 90% of your TRP and the sum of the amounts referred
to in sub-paragraphs 4.10(a) and 4.10(b), will be paid to you as part of
your cash salary. This amount is initially $41,710 per annum.


 


5              Short-Term
and Long-Term Incentive Performance-Based Plans


 


Short-Term
Incentive Performance-Based Plan (“STI Plan”)


 


5.1           In addition to the benefits provided to you as
part of your TEC, you are eligible to participate in the National’s STI Plan.
Your target annual STI reward is 80 per cent of your TEC, which is, initially,
$540,000. STI rewards are not guaranteed, as they are subject to the
achievement of your individual, and the National’s, performance targets. STI
rewards may, at the discretion of the National, be provided in cash or in
deferred National shares or a combination of both. Any National shares provided
as part of the STI Plan will be subject to particular terms and conditions
communicated to you at the relevant time. The National may, in its discretion,
discontinue, replace, or vary the terms of, the STI Plan at any time.


 


Long-Term
Incentive Performance-Based Plan (“LTI Plan”)


 


5.2           In addition to the benefits provided to you as
part of your TEC, you are eligible to participate in the National’s LTI Plan.
Rewards under the LTI Plan are generally provided as performance options and
performance rights under the National Australia Bank Executive Share Option
Plan No2 and the National Australia Bank Performance Rights Plan respectively. The
granting of performance options and performance rights is subject to the
approval of the National Board and to your being employed by the National at
the time of grant. The exercise of performance options and performance rights
is subject to the achievement of specific


 


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performance hurdles. LTI
rewards are not guaranteed, as they are determined by annual “talent” and “potential”
assessments. On the termination of your employment with the National, the
retention of any unexercised performance options and unexercised performance
rights that may have been granted to you during your employment will be
determined in accordance with the terms of grant of those performance options
and performance rights under the relevant plans. The National may, in its
discretion, discontinue, replace, or vary the terms of, the LTI Plan at any
time.


 


6              Commencement Benefits


 


6.1           The commencement benefits referred to in this
paragraph 6 are predicated on your relinquishing all rights and entitlements to
the shares and options that were allocated to you during your employment with
your current employer (together with any cash bonus) and which will not
transfer (or be paid in full) to you as a result of your accepting this offer
of employment with the National.


 


6.2           Within 90 days of the Commencement Date, and
subject to Board approval, you will be granted 40,000 performance options and
10,000 performance rights under the National Australia Bank Executive Share
Option Plan No2 and the National Australia Bank Performance Rights Plan
respectively (this grant has an approximate value of $320,000). The performance
options and performance rights cannot be exercised for three years from the
grant date (unless you cease employment in certain circumstances as described
in sub-paragraphs 6.3 and 6.4). After that time, you will be able to exercise
the performance options and performance rights, subject to the achievement of
certain performance hurdles (communicated to you at the time of grant) within
the two-year exercise period.


 


6.3           You will forfeit all unexercised performance
options and performance rights referred to in sub-paragraph 6.2 on your
resigning from the National (refer sub-paragraph 21.14) or on summary
termination by the National (refer sub-paragraph 21.2).


 


6.4           You will retain all unexercised performance
options and performance rights referred to in sub-paragraph 6.2 on the
termination of your employment with the National due to redundancy (refer
sub-paragraphs 21.8 to 21.13 inclusive), death or total and permanent
disablement or on the expiration of this employment agreement, i.e. on the
Completion Date. The exercise of the performance options and performance rights
will remain subject to the achievement of specific performance hurdles
communicated to you at the time of grant.


 


6.5           Within 90 days of the Commencement Date, and
subject to Board approval, you will be issued with two parcels of restricted
shares under the National Australia Bank Staff Share Ownership Plan and in
accordance with the specific terms of issue agreed to by the Board or delegated
Committee of the Board. The first parcel of shares will have an approximate
value of $178,000; the second parcel will have an approximate value of
$178,000.


 


6.6           The first parcel of restricted shares referred
to in sub-paragraph 6.5 will be held in trust on your behalf from the date of
issue and will transfer to you on or shortly after 1 July 2005; however,
during the period from the Commencement Date up to and including 30 June 2005:


 


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(a)            you will forfeit all
the shares if you resign from the National (refer sub-paragraph 21.14) or on
summary termination by the National (refer sub-paragraph 21.2); and


 


(b)           if you cease employment with the National due
to redundancy (refer sub-paragraphs 21.8 to 21.13 inclusive), total and
permanent disablement or death, the shares will be transferred to you (or to
your estate).


 


6.7           The second parcel of restricted shares referred
to in sub-paragraph 6.5 will be held in trust on your behalf from the date of
issue and will transfer to you on or shortly after 1 July 2006; however,
during the period from the Commencement Date up to and including 30 June 2006:


 


(a)            you will forfeit all
the shares if you resign from the National (refer sub-paragraph 21.14) or on
summary termination by the National (refer sub-paragraph 21.2); and


 


(b)           if you cease employment with the National due
to redundancy (refer sub-paragraphs 21.8 to 21.13 inclusive), total and
permanent disablement or death, the shares will be transferred to you (or to
your estate).


 


7              Relocation
Expenses


 


The National will meet
reasonable expenses associated with the relocation of you and your family from
Sydney to Melbourne, in accordance with the terms of the National’s domestic
relocation policy, as approved by the General Manager, Workplace Solutions.


 


8              Annual
Leave


 


8.1           You are entitled to four weeks’ paid annual
leave for each completed year of continuous paid service with the National. For
any continuous period of service of less than 12 months, you will be entitled
to a proportionate amount of leave.


 


8.2           Leave will be taken at times as mutually agreed
between you and the National. The National may direct you to take annual leave
at such times that are determined by the National.


 


8.3           Any accrued but unused portion of annual leave
will be paid upon termination of your employment. Payment will be calculated on
the basis of your TRP at the date of termination of your employment with the
National.


 


9              Long
Service Leave


 


9.1           You are entitled to long service leave in
accordance with the Award, as it applies to the National.


 


9.2           As prescribed by the Award, any accrued but
unused portion of long service leave will be paid on termination of your
employment. Payment will be calculated on the basis of your TRP at the date of
termination of your employment with the National.


 


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10           Sick Leave


 


10.1         You are entitled to paid sick leave under and
in accordance with the Award, which currently provides the following:


 


	
  (a)

  	
   

  	
  in
  the first year of employment:

  	
   

  	
  8
  days;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  in
  the second year of employment:

  	
   

  	
  10
  days;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  in
  the third and each subsequent year of employment:

  	
   

  	
  12
  days.

  



 


10.2         Any unused sick leave accumulates from year to
year up to the Award maximum.


 


10.3         You are not entitled to any payment for unused
sick leave on the termination of your employment with the National.


 


11           Parental Leave


 


After 12 months’ continuous service with the
National, you are entitled to up to 52 weeks’ unpaid parental leave in
accordance with the standard terms and arrangements applicable to all National
employees.


 


12           Other Benefits


 


12.1         In addition to the benefits provided to you as
part of your TEC, you will also be eligible to participate in other benefits
that are normally provided to employees at your level who are employed by the
National.


 


12.2         Any benefits or concessions provided to you as
an employee of the National will cease on the termination of your employment
with the National for any reason, unless otherwise determined by the National.


 


13           Expenses


 


Subject to substantiation
and approval in accordance with the National’s guidelines from time to time,
the National will reimburse you for all expenses you properly incur in carrying
out your responsibilities and duties including, but not limited to, travel,
accommodation, entertainment and telephone expenses. Reimbursement of any
expenses is subject to the approval of your manager.


 


14           Policies


 


14.1         You will comply with all the National’s
policies and procedures generally, as established and varied from time to time.
The National’s policies and procedures are for the National’s benefit solely
and create no right or entitlement in you.


 


14.2         By accepting this employment offer, you
acknowledge that you have received copies of, and have read and understood, the
following policies prior to your signing this employment agreement:


 


(a)           “Equity in Employment: We’re Committed”;


 


(b)           “Sexual Harassment: Off Limits”;


 


(c)           “Code of Conduct: Our Behavioural Guidelines”;
and


 


(d)           “National Privacy Policy”.


 


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14.3         The policies and procedures of the National are
set out on the National’s intranet.


 


Illegal
Drugs and Alcohol


 


14.4         You must not:


 


(a)           use or have in your possession any illegal drugs
during working hours;


 


(b)           attend the workplace to carry out the duties of
your position under the influence of any alcoholic beverage or under the
influence of any illegal drug. “Under the influence of any alcoholic beverage”
means that in the reasonable opinion of your manager, you are affected by
alcohol in such a way that you may not be able:


 


(i)            to perform the duties
of your position;


 


(ii)           to exercise the level of judgement, skill and
care that the performance of those duties requires;


 


(iii)          to take reasonable care for your own safety or
the safety of others;


 


(c)           drive any vehicle in the course of your employment:


 


(i)            with a blood alcohol
content exceeding that prescribed by the laws of the State or
Territory of Australia in which the vehicle is being driven;


 


(ii)           under the influence of any illegal drug. “Illegal
drug” means a substance the possession or use of which is prohibited by Federal
or State law.


 


15           Performance Management Review


 


15.1         Generally, in the last month of each financial
year of the National, you and your manager, or nominee, will discuss
appropriate performance measures and targets for the forthcoming financial year
of the National, with a view to reaching agreement on the measures of
performance and the targets in respect of those measures that will be used by
your manager or nominee in the assessment of your performance in your position.


 


15.2         As soon as practicable after the end of each
financial year, your manager or nominee will review your performance by
reference to the agreed measures and targets.


 


15.3         Agreed performance measures and targets may be
reviewed and varied during the performance period.


 


16           Conduct


 


16.1         You agree to commit to and act in accordance
with the National’s corporate principles and behaviours, as stated in the
attached “Statement of Corporate Principles”.


 


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16.2         You must at all times act honestly and in a
manner that is consistent with the status of your position with the National.
You agree to indemnify the National against any loss or damage it suffers as a
result of any dishonest act by you, or any serious misconduct in carrying out
your duties.


 


16.3         You must not at any time intentionally make any
untrue statement in relation to the National or in relation to your employment
with the National, or make any untrue or misleading statement in connection
with prospective employment with the National. After the cessation of your
employment with the National, you must not represent that you are employed by
or are connected with the National.


 


17           Exclusive
Employment


 


17.1         During your employment by the National, you
must not, without the National’s prior written consent:


 


(a)           be or become an employee or agent of any other
person, firm or corporation;


 


(b)           be or become a director of any other firm or
corporation;


 


(c)           undertake any other business or profession;


 


(d)           assist or have any interest in any other
business or profession.


 


17.2         Notwithstanding sub-paragraph 17.1, you may
hold or acquire, as a bona fide investment, shares or other securities of a
company listed for quotation on any recognised stock exchange, unless to do so
would be unlawful or the standards of corporate governance determined by the
National makes it improper or inappropriate.


 


18           Ownership
of Intellectual Property and Trade Secrets


 


All inventions, discoveries, computer software
processes and improvements made by you during your employment with the National
remain the property of the National. By signing this employment agreement, you:


 


(a)           assign to the National all proprietary rights
including all ownership rights and copyright and the exclusive right to
develop, make, use, sell, license, or otherwise benefit from any inventions,
discoveries, processes and improvements made by you within the scope of your
employment with the National;


 


(b)           agree to execute any further document that is
necessary or desirable to give full effect to your obligations under this
paragraph 18.


 


19           Confidentiality
and Your Obligations


 


19.1         You agree that:


 


(a)           Confidential Information is solely and
exclusively the property of the National or of a Related Body Corporate, or
both, or of a third party (such as a customer of the National), as the case may
be;


 


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(b)           you are subject to obligations in relation to
Confidential Information by reason of this employment agreement;


 


(c)           you are subject to obligations in relation to
Confidential Information under the common law; and


 


(d)           the Corporations
Act places certain obligations on you in respect of use or disclosure
of information.


 


19.2         Unless you are required by the National, or the
relevant Related Body Corporate, its auditors, or by law, or the National, or
the relevant Related Body Corporate, agrees in writing, you must not use any
Confidential Information or disclose any Confidential Information to any person
other than for the purposes of your employment with the National.


 


19.3         You must not use any Confidential Information
for the benefit of any person other than the National or the relevant Related
Body Corporate.


 


19.4         To the extent that Confidential Information is
publicly available (other than by reason of a breach by you or any other person
of obligations owed to the National, or to the relevant Related Body Corporate,
in relation to Confidential Information), subject to sub-paragraph 19.5, your
obligations under this paragraph 19 cease.


 


19.5         If it is uncertain whether any information is
Confidential Information or any Confidential Information is publicly available,
such information is deemed to be Confidential Information and deemed not to be
publicly available, unless the National or the relevant Related Body Corporate
informs you in writing to the contrary.


 


19.6         So far as is reasonably practicable, you must
maintain proper and secure custody of Confidential Information and use your
best endeavours to prevent the disclosure of Confidential Information to third
parties or the use by them of Confidential Information.


 


19.7         Upon cessation of your employment or on request
by the National, you must immediately deliver to the National on its behalf, or
on behalf of the relevant Related Body Corporate, all Confidential Information
that is physically capable of delivery.


 


19.8         If the National requests you to do so on its
behalf, or on behalf of any Related Body Corporate, instead of delivering the
Confidential Information as set out in sub-paragraph 19.7, you must destroy the
Confidential Information and certify in writing to the National that the
Confidential Information has been destroyed.


 


19.9         In relation to any Personal Information that
comes to your knowledge in the course of your employment with the National, you
must comply with and not cause the National to breach any applicable privacy
laws and the National Privacy Policy, as amended from time to time.


 


19.10       In the case of computer software or other
computer or electronic data the National has requested you to destroy, you must
erase it from magnetic or other media on which it is stored such that it cannot
be recovered or in any way reconstructed and certify in writing to the National
that the Confidential Information has been so destroyed.


 


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19.11       Your obligations in relation to Confidential
Information under this employment agreement:


 


(a)           continue after cessation of your employment
with the National;


 


(b)           are enforceable by the National (or any Related
Body Corporate) at any time by legal process; and


 


(c)           are for the continuing benefit of the National
and of each Related Body Corporate.


 


19.12       Your obligations under the Corporations Act as an officer and as an
employee are in addition to your obligations under this employment agreement.


 


20           Disciplinary Action


 


If you fail to comply with
any of the provisions of this employment agreement or with any other
performance standards required by the National, or fail to comply with the
National’s policies or procedures, or fail to commit to and uphold the National’s
Corporate principles and behaviours, the National may take disciplinary action
which may include suspension of your employment with or without pay and, in
certain circumstances, termination of your employment with the National (refer
paragraph 21).


 


21           Termination of Employment


 


Expiration of the Employment Agreement


 


21.1         Unless this employment agreement is terminated
earlier in accordance with this paragraph 21, this employment agreement will
terminate by reason of effluxion of time on the Completion Date.


 


Summary
Termination


 


21.2         At any time, the National may terminate your
employment with immediate effect by giving written notice to you, if:


 


(a)           you become bankrupt or compound with your
creditors (or any of them) or assign your estate for the benefit of your
creditors (or any of them);


 


(b)           you are precluded from taking part in the
management of a corporation by a provision of the Corporations Act;


 


(c)           you are guilty of serious misconduct involving
fraud or dishonesty, whether or not you are convicted of such an offence;


 


(d)           you are convicted of any offence involving
fraud or dishonesty or any other serious offence that is punishable by
imprisonment (whether or not you are imprisoned);


 


(e)           you commit a serious or persistent breach or
non-observance of this employment agreement;


 


(f)            you knowingly fail to
comply with an obligation imposed upon you under the Award or Enterprise
Agreement; or


 


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(g)           you are guilty of misconduct of such a kind
that it would be unreasonable to require the National to continue your
employment during the notice period required under this employment agreement.


 


Termination
by the National for Unsatisfactory Performance


 


21.3         The National may terminate your employment by
giving you six weeks’ notice in writing if:


 


(a)           the National has informed you in writing of
reasonable standards of performance in relation to your position (“the
performance standards”) and has given you a reasonable opportunity to meet the
performance standards;


 


(b)           on a reasonable assessment, you have failed to
meet the performance standards and the National has informed you in writing
that you have not met the performance standards;


 


(c)           the National has given you the opportunity to
respond to matters of concern in connection with your performance (unless, in
all the circumstances, the National could not reasonably be expected to give
you that opportunity); and


 


(d)           having considered any response you may make to
those matters, the National is satisfied that there is no adequate reason for
your failure to meet the performance standards and no adequate reason why your employment
should not be terminated.


 


21.4         The National may, in its discretion, require
you to work through all (or part only) of the notice period or it will make
payment in lieu of the whole notice period (or the unworked balance of the
notice period). If the National makes payment in lieu of all or part of the
notice period, it will be calculated on the basis of your TRP.


 


Termination
by the National by Giving Notice


 


21.5         At any time the National may terminate your
employment for any reason (other than for summary termination, unsatisfactory
performance or redundancy) by giving you 26 weeks’ written notice.


 


21.6         The National may, in its discretion:


 


(a)           retain you in its service and require you to
undertake the duties of your position for all (or part only) of the notice
period;


 


(b)           direct you to take paid special leave during
part or all of the notice period, during which the National may direct you not
to perform all or part of the duties of your position and direct you to cease
communication with the National’s customers, suppliers, employees and
contractors;


 


(c)           in respect of a period for which payment in
lieu is not made, direct you to work for part and to take paid special leave
for part; or


 


(d)           make payment in lieu of the whole notice period
(or the balance of the notice period if you have worked or have been directed
to take paid special leave for part of the notice period).


 


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21.7         If the National makes payment in lieu of all or
part of the notice period, it will be calculated on the basis of your TRP.


 


Termination
Due to Redundancy


 


21.8         The provisions of Appendix ‘A’ – Redundancy, Redeployment and Retrenchment Agreement 2002
of the Enterprise Agreement apply to you. The National may terminate
your employment in the case of redundancy by giving you six weeks’ notice in
writing.


 


21.9         In its discretion:


 


(a)           the National may require you to work through
all (or part only) of the notice period; or


 


(b)           the National will make payment in lieu of the
whole notice period (or the unworked part of the notice period).


 


21.10       If the National makes a payment in lieu of the
whole notice period (or the unworked part of the notice period), it will be
calculated on the basis of your TRP.


 


21.11       Upon termination of your employment due to
redundancy, the National will pay you the greater of:


 


(a)           a termination payment equal to 20 weeks’ TRP;
or


 


(b)           the appropriate retrenchment payment calculated
in accordance with Appendix A - Redundancy,
Redeployment and Retrenchment Agreement 2002 of the Enterprise
Agreement.


 


Termination
by You


 


21.12       You may terminate this employment agreement at
any time by giving the National 13 weeks’ written notice, or such other period
of notice as the National may agree with you in writing.


 


21.13       The National may, in its discretion:


 


(a)           retain you in its service and require you to
undertake the duties of your position for all (or part only) of the notice
period;


 


(b)           direct you to take paid special leave during
part or all of the notice period, during which the National may direct you not
to perform all or part of the duties of your position and direct you to cease
communication with the National’s customers, suppliers, employees and
contractors;


 


(c)           in respect of a period for which payment in
lieu is not made, direct you to work for part and to take paid special leave
for part; or


 


(d)           make payment in lieu of the whole of the notice
period (or the balance of the notice period if you have worked or have been
directed to take paid special leave for part of the notice period).


 


21.14       If the National makes a payment in lieu of all
or part of the notice period, it will be calculated on the basis of your TRP.


 


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22           Entitlements and Obligations Upon
Termination


 


22.1         In addition to any other entitlement under this
employment agreement, on any termination of your employment you are entitled to
receive:


 


(a)           your cash salary and other benefits under this
employment agreement until the date of termination;


 


(b)           an amount in lieu of any accrued but untaken
annual leave calculated on the basis of TRP;


 


(c)           an amount in lieu of any accrued but untaken
long service leave calculated on the basis of TRP;


 


(d)           any other benefits due to you pursuant to the
terms of any share plan or other relevant plan; and


 


(e)           reimbursement of any expenses properly incurred
by you in accordance with this employment agreement,


 


up to and including the date
of your termination.


 


22.2         Upon termination of your employment you will
return each item of the National’s property (including but not limited to keys,
access cards, each vehicle owned or leased by the National, mobile telephones,
computers, and disks) in your possession or control.


 


Non-Solicitation
Covenant


 


22.3         You agree that whether on your own account, or
for any person, for a period of 12 months from the date your employment with
the National ceases, or if that is not reasonable, for a period of six months
from the date your employment with the National ceases, you will not solicit or
entice, or endeavour to solicit or entice, from the National (or from any
Related Body Corporate) any officers or employees of or any contractors to the
National, whether or not that person would commit a breach of any contract by
reason of ceasing to service or provide services and/or goods to the National
(or to any Related Body Corporate).


 


22.4         For the purposes of sub-paragraph 22.3, any
reference to the officers, employees, and contractors of the National (or any
Related Body Corporate) is limited to those employees and contractors directly
or indirectly interested, engaged or employed by the National (or by any
Related Body Corporate) in any business or activity of a like or similar kind
to that in which the National (or any Related Body Corporate) was interested or
engaged during the period of 12 months prior to the cessation of your
employment with the National.


 


Non-Competition
Covenant


 


22.5         You agree that for a period of six months from
the date your employment with the National ceases (or, if the National has
directed you to take paid special leave in accordance with sub-paragraph
21.6(b), for a period of six months from the commencement of such special
leave), you will not, without the National’s prior written consent:


 


14





















 


(a)           engage in Restricted Activities, that is:


 


(i)            participation in the
business of providing financial services in competition with the Group;


 


(ii)           participation in any business or activity of a
like or similar kind to that in which the Group was interested or engaged and
in respect of which you, in the National’s reasonable opinion, had substantial
knowledge, during the period of 12 months prior the termination of your
employment with the National in respect of that business or activity;


 


(iii)          soliciting or enticing, or endeavour to solicit
or entice, from the National, the custom of any person who during the 12 months
prior to the cessation of your employment was a significant customer of the
National;


 


(b)           in a Restricted Area, that is:


 


(i)            any State or
Territory of Australia;


 


(ii)           any State or Territory of Australia and any
country in which the National, or a Related Body Corporate is, directly
interested or engaged in:


 


(1)           the business of providing financial services;


 


(2)           any business or activity of a like or similar
kind to that in which the National, or a Related Body Corporate, was interested
or engaged during the period of 12 months prior to the termination of your
employment with the National, in respect of that business or activity.


 


Application
of Restrictions


 


22.6         Sub-paragraph 22.5 will be construed and have
effect as if it were a number of separate sub-paragraphs which results from
combining the commencement of sub-paragraph 22.5 with each sub-paragraph in
paragraph (a) and combining each such combination with each sub-paragraph
of paragraph (b). Each such resulting sub-paragraph is severable from each such
resulting sub-paragraph and any word or phrase contained in the commencement of
sub-paragraph 22.5 is severable. If any such resulting sub-paragraph (or any
word or phrase contained in the commencement of sub-paragraph 22.5) is declared
or determined to be illegal, invalid or unenforceable for any reason by final
determination of any court or tribunal of competent jurisdiction, such
illegality, invalidity or unenforceability will not prejudice or in any way
affect the validity or enforceability of any other such resulting
sub-paragraph, word or phrase.


 


Reasonableness


 


22.7         You acknowledge and agree that the terms and
conditions of this employment agreement are fair and reasonable in all the
circumstances of your employment with the National, recognising that the extent
and nature of benefits due to you on the termination of your employment with
the National will differ appropriately


 


15





















 


according to the reason for
termination and that the said terms and conditions are not harsh, unjust or
unconscionable.


 


Interpretation


 


22.8         For the purposes of sub-paragraph 22.5:


 


“the business of providing financial services”
includes, but is not limited to, banking services, insurance services and funds
management services;


 


“participation in” means, whether directly or
indirectly, being:


 


(a)           interested, engaged or employed in, or acting
at, the senior executive or management level;


 


(b)           an officer (including being the holder of any
non-executive office);


 


(c)           a senior executive or managerial employee or
agent; or


 


(d)           an adviser or consultant to the board of
directors, senior executives or management level employees,


 


of any person, firm or corporation.


 


23           Dispute Resolution


 


23.1         Any dispute between you and the National (other
than a dispute giving rise to a claim for equitable relief) as to the
application or interpretation of this employment agreement or to the rights or
obligations of each party arising from your employment relationship with the
National, will be resolved in accordance with the following steps:


 


(a)           when either you or the National notifies a
dispute in writing to the other party, the dispute will be discussed between
you and your manager with a view to resolution;


 


(b)           if that discussion fails to resolve the dispute
within 14 days of the notice, within a further three days the dispute will be
discussed between you and an authorised representative of the National with a
view to resolution.


 


23.2         Subject to completion of the process set out in
sub-paragraph 23.1, if the dispute still exists between you and the National,
the dispute must then be submitted to a single arbitrator in accordance with
and subject to the Commercial Arbitration
Act 1984 (Vic).


 


23.3         For the purposes of an arbitration under
sub-paragraph 23.2, if the National does not agree with you on the appointment
of an arbitrator within 14 days after the completion of the process set out in
sub-paragraph 23.1, the President or Acting President of the Law Institute of
Victoria will appoint an arbitrator on application by either you or the
National.


 


24           Variations
to Employment Agreement


 


Variations to this employment agreement may be
necessary for the fair, efficient and effective administration of the National’s
business. Accordingly, this employment agreement may be varied by agreement
between you and the


 


16





















 


National. Your consent to
such variation must not be unreasonably withheld. If your consent is
unreasonably withheld, the National may give you one month’s written notice
that such variation will take effect.


 


25           Extent of Contractual Obligations


 


25.1         The provisions of this employment agreement
shall operate only to the extent permitted by:


 


(a)           law, in particular, the Corporations Act; and


 


(b)           any other obligations with which the National
must comply under the Award or Enterprise Agreement.


 


25.2         If any provision or part of a provision of this
employment agreement goes beyond that which is permitted by law, or does not
comply with the obligations referred to in sub-paragraph 25.1, that provision
or part of a provision shall be interpreted in such a way as to be permitted by
law or to comply with the obligations or, if such an interpretation is not
open, that provision or part of the provision must be severed.


 


25.3         This paragraph 25 does not apply so as to limit
or affect the operation of any other provision of this employment agreement
which governs the interpretation of this employment agreement or which provides
for severance of any part of this employment agreement.


 


26           Entire Understanding


 


26.1         This employment agreement (including the
Schedule) constitutes the entire agreement of the parties about its subject
matter. Any previous agreements, arrangements, understandings or negotiations
on that matter cease to have any effect.


 


26.2         For the avoidance of doubt, for the purpose of
this employment agreement the subject matter of this employment agreement is
the terms and conditions of your employment by the National and, subject to the
Corporations Act and the Constitution,
the holding of any office with the National or a Related Body Corporate. Subject
to the express terms of this employment agreement, this paragraph is not
intended to remove, limit, extend or otherwise vary:


 


(a)           any duty imposed upon you or the National which
arises by operation of law or by force of legislation; or


 


(b)           any term of this employment agreement or
obligation which would, in the absence of express provision in this employment
agreement, be implied by law.


 


26.3         No oral explanation or information provided by
either you or the National to the other party will:


 


(a)           affect the meaning or interpretation of this
employment agreement; or


 


(b)           constitute any collateral agreement, warranty
or understanding between the National and you.


 


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27           Waiver
and Exercise of Rights


 


27.1         A single or partial exercise or waiver of a
right relating to this employment agreement will not prevent any other exercise
of that right or the exercise of any other right.


 


27.2         A party will not be liable for any loss, cost
or expense of any other party caused or contributed to by the waiver, exercise,
attempted exercise, failure to exercise or delay in the exercise of a right.


 


28           Severance


 


28.1         You and the National consider that the
Covenants are reasonable in all the circumstances of your employment.


 


28.2         Each and every part of the Covenants is a
severable and independent covenant. You agree with the National that the joint
intention of the parties is that if the Covenants, taken together, go beyond
what is reasonable in all the circumstances but would be reasonable with any
one or more of the Covenants (or any one or more parts of the Covenants)
deleted, the Covenants will apply as if those unreasonable Covenants (or parts
of Covenants) were deleted.


 


29           Governing
Law


 


This employment
agreement is governed by and will be interpreted in accordance with the laws of
the State of Victoria.


 


30           Definitions


 


In this employment
agreement, unless the context otherwise requires, words have the meaning given
to them in the Schedule.


 


31           Probity
Check


 


31.1         In accordance with National policy, the
National will require you to be subject to a probity check (which includes a
criminal record check, professional qualifications check, work rights status
check and employment reference checks) prior to your commencing work with the
National, and you are required to sign any necessary authority for those checks
to be undertaken. This offer of employment is conditional upon and subject to
receipt of a probity check that is satisfactory to the National.


 


31.2         This offer of employment is conditional on and
subject to receipt of a probity check that is satisfactory to the National.
Your acceptance of this offer does not give rise to any contract between you
and the National until the receipt of a probity check that is satisfactory to
the National, as set out in this paragraph 31.


 


31.3         If you commence work prior to receipt by the
National of a probity check that is satisfactory to it (as referred to in this
paragraph 31), and the National does not receive a satisfactory probity check
in respect of you:


 


(a)           you will be so informed;


 


(b)           the National will give you notice that it no
longer wishes to offer employment to you (the “notice”); and


 


18





















 


(c)           you will be entitled to be paid for work
performed up to the date of the notice.


 


32           Acceptance


 


A copy of this employment
agreement is enclosed for your records. Would you please sign and return the
original to me to confirm your acceptance of the terms and conditions of your
employment with the National. If you do not accept this offer of employment
within 28 days of the date of this letter, it will lapse.


 


Michael, please do not hesitate to contact
Arthur Willett, General Manager Workplace Solutions, on 03 8641 2723, if you
have any queries concerning this offer of employment with the National.


 


I look forward to your joining the National.


 


 


Yours sincerely


 


 


	
  /s/
  Lynne Peacock

  	
   

  
	
  Lynne Peacock

  
	
  Executive General Manager People
  and Culture

  
	
  National Australia Bank Limited

  



 


 


	
  Schedule:

  	
   

  	
  Definitions

  
	
  Attachment:

  	
   

  	
  Statement of Corporate Principles

  



 


19





















 


ACCEPTANCE


 


 


 


	
  I, Michael John Hamar acknowledge that I
  have read and understood this employment agreement (including the Schedule and
  

  
	
  (Full Name)

  	
   

  



Attachment), and I hereby accept the offer of
employment with National Australia Bank Limited on the terms set out in this
employment agreement (including the Schedule and Attachment).


 


	
  Signed:

  	
  /s/ Michael John Hamar

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  18/10/04

  	
   

  
	
   

  	
   

  	
   

  
	
  Witnessed By:

  	
  /s/ K.S. Hamar

  	
   

  
	
   

  	
   

  	
   

  
	
  Full Name of Witness

  	
  Kathleen Hamar

  	
   

  
	
  (Please Print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address of Witness

  	
   

  	
   

  



 


20





















 


SCHEDULE


 


DEFINITIONS


 


In this employment agreement, unless the
context otherwise requires:


 


“Accrued but unused” or “accrued but untaken”
in relation to leave entitlements, means leave to which you have become
entitled upon termination of employment pursuant to any applicable award of the
Australian Industrial Relations Commission or a statutory provision or this
employment agreement.


 


“Award” means the National Australia Bank Group Award 2002 as varied or
replaced from time to time.


 


“Confidential Information” means any trade
secret or other confidential information relating to the business affairs,
strategy, accounts, business plans, marketing plans, sales plans, prospects,
research, management, financing, products, inventions, designs, processes and
any data bases, data surveys, customer lists, records, reports, software or
other documents, material or other information in any form concerning the
National (and any Related Body Corporate) or any of the customers or suppliers
of the National (or of any Related Body Corporate) to which you gain access,
whether before, during or after your employment with the National.


 


“Constitution” means the Constitution of the
National Australia Bank Limited (as applicable from time to time).


 


“Corporations Act” means the Corporations Act 2001 (Cth) as amended and
in force from time to time.


 


“Covenants” means the covenants, obligations
and restrictions contained in this employment agreement.


 


“Enterprise Agreement” means any industrial
agreement binding upon the National that has been approved or certified by the
Australian Industrial Relations Commission from time to time, pursuant to the
provisions of the Workplace Relations Act
1996, as varied or replaced from time to time.


 


“Group” means National Australia Bank Limited
and each Related Body Corporate.


 


“National” means National Australia Bank
Limited and, where applicable, its Related Bodies Corporate.


 


“National Privacy Policy” means the National
Privacy Policy effective 21 December 2001, as amended from time to time.


 


“Personal Information” means information or an
opinion about individuals, including in particular information about customers
of the National, whether true or not and whether recorded in material form or
not, whose identity is apparent or can be reasonably be ascertained from that
information or opinion.


 


“Related Body Corporate” means Related Body Corporate
of the National and, in that case, has the same meaning as in Section 50
of the Corporations Act.


 


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