exv10w2



 





Exhibit 10.2



SIMS GROUP LIMITED

ACN 114 838 630




EXECUTIVE LONG

TERM INCENTIVE

PLAN RULES










 



 


CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	 	 	 	 	 	 	 	 
	1	 	INTRODUCTION	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Purpose of plan	 	 	 	 
	 
	 	1.2	 	Risks	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2	 	INVITATION TO PARTICIPATE	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	Board’s discretion to make Invitations	 	 	 	 
	 
	 	2.2	 	Form of Invitation	 	 	 	 
	 
	 	2.3	 	Minimum parcel	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3	 	ACQUISITION OF PLAN SHARES	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	Applications	 	 	 	 
	 
	 	3.2	 	Allotment	 	 	 	 
	 
	 	3.3	 	Holding and Stock Exchange quotation	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4	 	FINANCIAL ASSISTANCE	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Request for Financial Assistance	 	 	 	 
	 
	 	4.2	 	When application made	 	 	 	 
	 
	 	4.3	 	Form of application	 	 	 	 
	 
	 	4.4	 	Acceptance and terms	 	 	 	 
	 
	 	4.5	 	When Financial Assistance repayable	 	 	 	 
	 
	 	4.6	 	Reduction of indebtedness	 	 	 	 
	 
	 	4.7	 	Amount repayable	 	 	 	 
	 
	 	4.8	 	Limited recourse	 	 	 	 
	 
	 	4.9	 	Surplus on sale	 	 	 	 
	 
	 	4.10	 	Dividends and Rights	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5	 	SECURITY FOR FINANCIAL ASSISTANCE	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Security	 	 	 	 
	 
	 	5.2	 	Other security	 	 	 	 
	 
	 	5.3	 	Terms of security	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6	 	ALTERATION OF TERMS AND PROVISIONS OF PLAN	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	Discretion to vary Plan	 	 	 	 
	 
	 	6.2	 	Foreign Awards	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	7	 	PERIOD OF PLAN	 	 	7	 












 



 


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PAGE
	 
	 	 	 	 	 	 	 	 
	8	 	EXPENSES	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	9	 	SHARES SUBJECT OF PLAN	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	10	 	TRANSFERS OF PLAN SHARES TO THE COMPANY	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	 
	 	10.1	 	Participating Employee to assist	 	 	 	 
	 
	 	10.2	 	Attorney	 	 	 	 
	 
	 	10.3	 	Compliance with laws	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	11	 	INTERPRETATION	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	 
	 	11.1	 	Definitions	 	 	 	 
	 
	 	11.2	 	Construction	 	 	 	 
	 
	 	11.3	 	Headings	 	 	 	 












 



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	1	 	INTRODUCTION
	 
	1.1	 	Purpose of plan
	 
	 	 	The Company has established this Plan to encourage Employees to share in the ownership of
the Company, in order to promote the long-term success of the Company as a goal shared by
the Employees.
	 
	1.2	 	Risks
	 
	 	 	There are risks associated with participation in the Plan. These include the risk that the
Plan Shares will lose value and that Participating Employees may not benefit from their
investment in Plan Shares. Employees should ensure that they understand the risks before
accepting an invitation to participate in the Plan.
	 
	2	 	INVITATIONS TO PARTICIPATE
	 
	2.1	 	Board’s discretion to make Invitations
	 
	 	 	The Board may from time to time invite any Employee to apply to participate in the Plan
(including Employees who are already or have previously been a Participating Employee).
Subject to this Rule 2, the Board has an absolute discretion in determining whether to make
an Invitation, when to make an Invitation, and the number of Plan Shares (if any) that an
Employee is invited to subscribe for.
	 
	2.2	 	Form of Invitation
	 
	 	 	An Invitation shall be in writing signed by a director of the Company and shall specify:






	 	(a)	 	the total number of Plan Shares for which the Employee may subscribe;
	 
	 	(b)	 	the Subscription Price or method for calculating the Subscription Price for a
Plan Share;
	 
	 	(c)	 	the terms and conditions of the Financial Assistance offered;
	 
	 	(d)	 	the Performance Hurdles applicable to the Invitation;
	 
	 	(e)	 	the time within and the method by which the Invitation may be accepted; and
	 
	 	(f)	 	any other terms and conditions applicable to the Invitation determined by the
Board.






	2.3	 	Minimum parcel
	 
	 	 	An Invitation must be for a minimum parcel of one hundred (100) Plan Shares and an Employee
must accept at least a minimum parcel of one hundred (100) Plan Shares or a number of Plan
Shares being a multiple of one hundred (100).











 



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	3	 	ACQUISITION OF PLAN SHARES
	 
	3.1	 	Applications
	 
	 	 	An Invitation may be responded to in whole or in part by the invited Employee or a Nominee
signing and returning the form of application attached to the Invitation (“Application
Form”) to the Company by the time specified in the Invitation (or such later time as the
Company may allow), together with a duly completed Finance Application Form. Any
application by an Employee or Nominee to participate in the Plan shall be taken to be
accepted by the Company if, and on the date, the Company allots shares to the Employee or
Nominee (as the case may be) following receipt by the Company of the Application Form.
	 
	3.2	 	Allotment
	 
	 	 	The Company may, upon receipt from an Employee or Nominee of a duly completed Application
Form and a duly completed Finance Application Form, allot to the Employee or Nominee (as
the case may be) the number of Plan Shares applied for, credited as fully paid up.
	 
	 	 	Under no circumstances will shares be allotted under this clause if to do so would be in
breach of the Corporations Act or any Listing Rules.
	 
	3.3	 	Holding and Stock Exchange quotation
	 
	 	 	As soon as practicable after the allotment of Plan Shares by the Company to a Participating
Employee the Company shall arrange an uncertificated holding in the name of the allottee in
respect of the Plan Shares so allotted.
	 
	 	 	While any Plan Shares are pledged as security for Financial Assistance pursuant to Rule 5,
or are subject to Performance Hurdles, dealings in Plan Shares will be restricted provided
that a Participating Employee may transfer such Plan Shares to a Nominee with the approval
of the Board, in which case such restrictions on dealing with the Plan Shares that apply in
respect of the Participating Employee shall likewise apply in respect of the Nominee. The
Board may, in its absolute discretion, determine the nature of the restrictions on dealings
(eg holding locks) to be applied to Plan Shares.
	 
	4	 	FINANCIAL ASSISTANCE
	 
	4.1	 	Request for Financial Assistance
	 
	 	 	An Employee or Nominee who responds to an Invitation by returning an Application Form to
the Company shall apply to the Company for Financial Assistance to finance the Employee’s
or Nominee’s (as the case may be) subscription for Plan Shares.
	 
	4.2	 	When application made
	 
	 	 	An application for Financial Assistance shall be made at the time of returning the
Application Form to the Company.










 



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	4.3	 	Form of application
	 
	 	 	Each application for Financial Assistance shall be made on a form approved by the Company
duly completed and signed by the Employee or Nominee (as the case may be) (‘Finance
Application Form’). The Company shall set out in the Finance Application Form the terms
and conditions of the Financial Assistance, which shall be supplemental to and not
inconsistent with the terms and conditions contained in this Rule 4.
	 
	4.4	 	Acceptance and terms






	 	(a)	 	Subject to Rule 4.4 (b), the Company will, on accepting an Application Form
and subject to clause 4.4 (b), be obliged to accept a duly completed and signed
Finance Application Form by making a loan to the Borrower on the terms and subject to
such conditions set out in the Finance Application Form and in these Rules.
	 
	 	(b)	 	In any event, the Company will not accept a Finance Application Form under
this Rule if to do so would be in breach of the Corporations Act.






	4.5	 	When Financial Assistance repayable






	 	(a)	 	Subject to Rules 4.5(b) and (c), Financial Assistance provided to a Borrower
shall be repayable by the Borrower in full within five years after the date on which
the Financial Assistance is provided (or within such longer period and in such manner
as the Company may determine) (the date the Financial Assistance becomes repayable
being a ‘Repayment Date’).
	 
	 	(b)	 	Subject to Rule 4.7 and notwithstanding Rule 4.5(a), Financial Assistance
shall become due and payable by the Borrower to the Company on the date (also a
“Repayment Date”) of:






	 	(i)	 	the cessation of the Employee’s employment
with the Company or an Associated Body Corporate (including in the
case of Special Circumstances); or
	 
	 	(ii)	 	the failure to satisfy the relevant
Performance Hurdles; or
	 
	 	(iii)	 	the occurrence of a Control Event; or
	 
	 	(iv)	 	the date 10 days after the Borrower gives
notice to the Company of the Borrower’s desire to discharge the
Financial Assistance provided to the Borrower, provided that the
relevant Performance Hurdles are satisfied.






	 	(c)	 	For the purposes of this Rule 4.5, an Employee shall be deemed not to have
ceased his or her employment with the Company or with any Associated Body Corporate if
immediately after leaving he or she is employed by another Associated Body Corporate
or by the Company.











 



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	4.6	 	Reduction of indebtedness
	 
	 	 	A Borrower who has been provided Financial Assistance under this Rule 4 shall give an
irrevocable direction to the Company, such that the Company may (in its absolute
discretion) pay, or have paid, to itself on behalf of the Borrower, for the purposes of
reducing the amount of the Borrower’s indebtedness to the Company, all or any moneys that
may from time to time become payable in respect of the Plan Shares or Rights, with the
exception of dividends.
	 
	4.7	 	Amount repayable
	 
	 	 	If a Repayment Date occurs, the Company shall accept in full and complete satisfaction of
the Borrower’s indebtedness and obligations to it under the Plan:






	 	(a)	 	if the Performance Hurdles have been satisfied (provided there has not been
Dismissal For Cause of the Employee) or in the case of the happening of a Repayment
Event referred to in Rule 4.5 (b)(iii) (ie a Control Event), either, at the election
of the Borrower:






	 	(i)	 	the total amount of all moneys then owing by the Borrower
to the Company under the Plan, which the Borrower (or his or her legal
personal representative (as the case may be) must pay to the Company within
28 days (or such longer period as the Board may agree) of the Repayment Date.
In this case, the Borrower shall be entitled to any benefits (including
dividends and Rights) accruing from, and including, the Repayment Date in
respect of the Plan Shares; or
	 
	 	(ii)	 	the transfer of the Plan Shares of the Borrower to the
Company, which the Borrower (or his or her legal personal representative (as
the case may be) must transfer to the Company within 28 days (or such longer
period as the Board may agree) of the Repayment Date.In this case, the
Borrower shall be entitled to any benefits (including dividends and Rights)
accruing in respect of the Plan Shares from, and including, the Repayment
Date to the date the Borrower and the Company enter a buy-back agreement for
the Borrower’s Plan Share; or






	 	(b)	 	subject to Rule 4.7(c), if the Performance Hurdles have not been satisfied or
in the case of the Dismissal For Cause of the Employee then, the Borrower must, within
28 days of the Repayment Date (or such longer period as the Board may agree) transfer
the Borrower’s Plan Shares to the Company. In this case, unless the Board determines
otherwise, the Borrower shall forfeit any entitlement to any benefits (including
dividends and Rights) accruing from, and including the Repayment Date in respect of
the Plan Shares.
	 
	 	(c)	 	if the Performance Hurdles have not been satisfied and the Repayment Event
results from a Special Circumstance and the Board, in its absolute discretion,
determines that the Borrower is not required to transfer all of the Borrower’s Plan
Shares to the Company but may retain some or all of










 



5


	 	 	 	those Plan Shares (the Plan Shares, if any, which the Board determines the
Borrower may retain being the “Retainable Shares”), at the election of the
Borrower, either:






	 	(i)	 	the total amount of all moneys then owing by the Borrower
to the Company under the Plan in respect of the Retainable Shares (including
that proportion of the Financial Assistance which financed the Borrower’s
acquisition of the Retainable Shares) (“Repayment Amount”) and the transfer
of the Plan Shares of the Borrower other than the Retainable Shares
(“Non-Retainable Shares”) to the Company. The Borrower (or his or her legal
personal representative (as the case may be)) must pay the Repayment Amount
to the Company and transfer the Non-Retainable Shares to the Company within
28 days (or such longer period as the Board may agree) of the Repayment Date.
In this case, the Borrower shall be entitled to any benefits (including
dividends and Rights) accruing from, and including, the Repayment Date in
respect of the Retainable Shares and to any benefits (including dividends and
Rights) accruing in respect of the Non-Retainable Shares from, and including,
the Repayment Date to the date the Borrower and the Company enter a buy-back
agreement for the Borrower’s Non-Retainable Shares; or
	 
	 	(ii)	 	the transfer of all of the Plan Shares of the Borrower to
the Company, which the Borrower (or his or her legal personal representative
(as the case may be) must transfer to the Company within 28 days (or such
longer period as the Board may agree) of the Repayment Date.In this case,
the Borrower shall be entitled to any benefits (including dividends and
Rights) accruing in respect of the Plan Shares from, and including, the
Repayment Date to the date the Borrower and the Company enter a buy-back
agreement for the Borrower’s Plan Shares.






	4.8	 	Limited recourse
	 
	 	 	If the value of Plan Shares transferred to the Company pursuant to Rule 4.7 or Rule 5.2, is
less than the total amount of moneys owing by the Borrower to the Company then no further
amount of moneys shall be repayable by the Borrower to the Company and no further amount
shall at any time be recoverable by the Company from the Borrower.
	 
	4.9	 	Surplus on sale






	 	(a)	 	If, for the purposes of Rule 4.7(a) (i), the Company is authorised by the
Borrower, and agrees, to arrange the sale of any Plan Shares in order to pay any money
owing by the Borrower to the Company and the proceeds of sale exceed the total amount
owing to the Company by the Borrower, the surplus shall be paid by the Company to the
Borrower.
	 
	 	(b)	 	If, for the purposes of Rule 4.7 (c) (i), the Company is authorised by the
Borrower, and agrees, to arrange the sale of any Plan Shares in order to pay the
Repayment Amount and the proceeds of sale exceed the total
















 



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	 	 	amount of the Repayment Amount, the surplus shall be paid by the Company to the
Borrower.
	 
	4.10	 	Dividends and Rights
	 
	 	 	Subject to Rule 5.1 (b), a Participating Employee has the
right to receive dividends and franking credits and Rights
associated with that Participating Employee’s Plan Shares.
	 
	5	 	SECURITY FOR FINANCIAL ASSISTANCE
	 
	5.1	 	Security
	 
	 	 	As security for Financial Assistance, a Borrower must grant to the Company:






	 	(a)	 	a pledge of the Plan Shares acquired by the Borrower at the time the
Financial Assistance is provided to the Borrower;
	 
	 	(b)	 	unless the Board determines otherwise, a charge over:






	 	(i)	 	all Rights in respect of those Plan Shares; and
	 
	 	(ii)	 	all other moneys paid or payable on those Plan Shares or
other shares the subject of the charge, with the exception of dividends.






	5.2	 	Other security
	 
	 	 	A Borrower must not create, other than in favour of the Company, any security interest over
any Plan Shares whilst they are subject to the restrictions of the Plan. Should a Borrower
create such a security interest over his or her Plan Shares the Borrower must transfer his
or her Plan Shares to the Company as full settlement of any outstanding loans related to
his or her Plan Shares and the Borrower will have no further entitlement under the Plan.
	 
	5.3	 	Terms of security
	 
	 	 	The terms of the security referred to in Rule 5.1 will be set out in the Finance
Application Form.










 



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	6	 	ALTERATION OF TERMS AND PROVISIONS OF PLAN
	 
	6.1	 	Discretion to vary Plan
	 
	 	 	Subject to the Listing Rules and applicable law the Company may make such alterations,
variations, additions, deletions or modifications to all or any of the provisions of the
Plan or to all or any of the rights or obligations under the Plan of the Participating
Employees or any of them as may be determined by the Board, provided however that no such
alteration, variation, addition, deletion or modification shall be made if it would have
the effect of depriving the holders of issued Plan Shares of any rights to which they are
then entitled unless approved by 75% of the holders of Plan Shares affected by such a
change or unless the amendments are required by law.
	 
	6.2	 	Foreign Awards
	 
	 	 	The Board may grant awards, in its sole discretion, to eligible
Employees who are residing in jurisdictions outside of Australia. For
purposes of the foregoing, the Board may, in its sole discretion, vary
the terms of the Plan in order to conform any awards to the legal/tax
requirements and the customary equity compensation practices of each
non-Australian jurisdiction where an eligible Employee resides. The
Board may, it its sole discretion, establish one or more sub-plans of
the Plan and/or may establish administrative rules and procedures to
grant awards and alternative awards to Employees in non-Australian
jurisdictions and/or to facilitate the operation of the Plan in such
non-Australian jurisdictions. For purposes of clarity, any terms
contained herein which are subject to variation in a non-Australian
jurisdiction and any administrative rules and procedures established
for a non-Australian jurisdiction shall be reflected in a written
addendum to the Plan. To the extent permitted under applicable law,
the Board may delegate its authority and responsibilities under this
Rule 6.2 to one or more Employees of the Company.
	 
	7	 	PERIOD OF PLAN
	 
	 	 	The Plan shall commence upon its approval by members of the Company in general meeting and
shall continue until terminated by resolution of the Board at any stage.
	 
	8	 	EXPENSES
	 
	 	 	The Company will meet the ongoing administration expenses of the Plan. The Participating
Employee will meet all outgoings and expenses in selling or otherwise dealing with his or
her Plan Shares.
	 
	9	 	SHARES SUBJECT OF PLAN
	 
	 	 	The maximum number of Plan Shares that may be issued under the Plan and all other employee
incentive plans of the Company shall be 10% of the issued capital in the Company.










 



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	10	 	TRANSFERS OF PLAN SHARES TO THE COMPANY
	 
	10.1	 	Participating Employee to assist
	 
	 	 	A Participating Employee shall do all things necessary or considered desirable by the
Company to effect a transfer of Plan Shares to the Company (ie buy-back of Plan Shares)
under Rule 4.7 or Rule 5.2, including, without limitation, pass or give any necessary
shareholder resolutions or authorisations for the buy-back, enter into a share buy-back
agreement, execute a share transfer form and deliver any share certificates to the Company.
	 
	10.2	 	Attorney
	 
	 	 	A Participating Employee whose Plan Shares are to be transferred to the Company (ie bought
back by the Company) under Rule 4.7 or Rule 5.2 is taken to have appointed any secretary or
director of the Company for the time being as its attorney in its name and on its behalf to
execute any documents and implement any procedures that may be required to effect a
transfer of Plan Shares to the Company (ie buy-back of Plan Shares) under Rule 4.7 or Rule
5.2, including, without limitation, pass or give any necessary shareholder resolutions or
authorisations for the buy-back, enter into a share buy-back agreement and execute a share
transfer form on the Participating Employee ‘s behalf.
	 
	10.3	 	Compliance with laws
	 
	 	 	Any transfer of Plan Shares to the Company (ie buy-back of Plan Shares) under Rule 4.7 or
Rule 5.2 is subject to compliance with:






	 	(a)	 	the Corporations Act (including Part 2J.1); and
	 
	 	(b)	 	the Listing Rules.






	11	 	INTERPRETATION
	 
	11.1	 	Definitions
	 
	 	 	In these Rules:
	 
	 	 	“Application Form” has the meaning in Rule 3.1.
	 
	 	 	“Associated Body Corporate” means a body that is a related body corporate of the Company in
terms of section 50 of the Corporations Act.
	 
	 	 	“Board” means the Board of directors of the Company.
	 
	 	 	“Borrower” means a Participating Employee who receives Financial Assistance.
	 
	 	 	“Company” means Sims Group Limited ACN 114 838 630.
	 
	 	 	“Control” has the meaning given in section 50AA of the Corporations Act.
	 
	 	 	“Control Event” means any of the following circumstances:











 



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	 	(a)	 	the Board determines that there are circumstances which have occurred or
are likely to occur which will result in significant changes to the structure or
Control of the Company which may adversely affect the rights of or value of benefits
to Participating Employees, and gives written notice of such determination to the
Participating Employee; or
	 
	 	(b)	 	(i)	 	offers are made to acquire the whole of the issued ordinary share
capital of the Company (or such part thereof as is not at the time owned by the
offeror or any company controlled by the offeror and/or associates of the offeror)
and after the announcement of the general offer the offeror (and any such companies
and/or persons) acquires Control of the Company; or






	 	(ii)	 	offers are made to acquire the whole of the issued ordinary
share capital of the Company (or such part thereof as aforesaid) by any
person who (together with any company controlled by such person and/or
associates of the offeror) has Control of the Company; or
	 
	 	(iii)	 	a resolution for a members’ voluntary winding up of the
Company is passed (other than for the purpose of a reconstruction or
amalgamation).






	 	 	“Dismissal” means the termination of employment of an Employee for lack of performance (in
the reasonable opinion of the Board), fraud, dishonesty or other serious misconduct or any
other reason (not being Special Circumstances).
	 
	 	 	“Dismissal For Cause” means the termination of employment of an Employee for fraud,
dishonesty or other serious misconduct.
	 
	 	 	“Employee” means any person who is a permanent full-time or part-time employee of the
Company or of any of its Associated Body Corporates and who in the Board’s opinion is an
executive officer and includes an executive director of the Company or of any of its
Associated Body Corporates.
	 
	 	 	“Finance Application Form” has the meaning given in Rule 4.3.
	 
	 	 	“Financial Assistance” means an interest free loan made to a Borrower on the terms and
conditions of these Rules to enable the Borrower to subscribe for Plan Shares.
	 
	 	 	“Invitation” means an invitation to apply to participate in the Plan made to an Employee in
accordance with Rule 2.
	 
	 	 	“Listing Rules” means the listing rules of the Stock Exchange, as amended from time to
time.
	 
	 	 	“Nominee” means a nominee of an Employee approved by the Board.
	 
	 	 	“Non-Retainable Shares” has the meaning given in Rule 4.7.
	 
	 	 	“Participating Employee” means an Employee or a Nominee who has responded to an an
Invitation and whose Application Form has been accepted by the Company.










 



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	 	 	“Performance Hurdles” means the performance, vesting and/or other criteria, which are
determined by the Board and specified in the Invitation, and which are required to be met
before Plan Shares to which such Invitation relates may be withdrawn from the Plan by the
Participating Employee, as reduced (if at all) or waived in whole or in part at any time by
the Board and notified to the Participating Employee.
	 
	 	 	“Plan” means this Executive Long Term Incentive Plan.
	 
	 	 	“Plan Shares” means ordinary shares in the Company each carrying the same dividend rights
and otherwise ranking pari passu in all respects with the issued ordinary shares of the
Company.
	 
	 	 	“Repayment Amount” has the meaning given in Rule 4.7.
	 
	 	 	“Repayment Date” has the meaning in Rule 4.5.
	 
	 	 	“Repayment Event” has the meaning in Rule 4.5.
	 
	 	 	“Resignation” means the termination of an Employee’s engagement as an Employee by the
volition of the Employee, but does not include Dismissal or retirement or resignation by
the Employee from employment with the Company or any Associated Body Corporate in order to
become an employee of the Company or any Associated Body Corporate or taking approved study
leave or approved leave of absence.
	 
	 	 	“Retainable Shares” has the meaning given in Rule 4.7.
	 
	 	 	“Rights” means bonus shares, rights and further shares issued in respect of the Plan
Shares.
	 
	 	 	“Rule” means a Rule of the Plan.
	 
	 	 	“Special Circumstances” means:






	 	(a)	 	death of the Employee; or
	 
	 	(b)	 	circumstances which, in the opinion of the Board, constitute total and
permanent disablement of the Employee; or
	 
	 	(c)	 	termination of an Employee’s employment with the Company or with an
Associated Body Corporate at the normal retirement age, or at any other time
including early retirement with the Company’s consent, but excluding Dismissal or
Resignation; or
	 
	 	(d)	 	termination of a Participating Employee’s employment with the Company or
with an Associated Body Corporate which, in the opinion of the Board, occurs by
reason of either:






	 	(i)	 	the position previously being occupied by the Employee
being made redundant in accordance with the Company’s General Redundancy
Policy; or










 



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	 	(ii)	 	the Associated Body Corporate that employs an Employee
ceasing to be an Associated Body Corporate.






	 	 	“Stock Exchange” means Australian Stock Exchange Limited.
	 
	 	 	“Subscription Price” in respect of a Plan Share means the weighted average of the prices at
which fully paid ordinary shares in the capital of the Company were traded on the Stock
Exchange during the one week period up to and including the date of acceptance by the
Company of an Application Form lodged by an Employee or Nominee under Rule 3.1 (being the
date of allotment of Plan Shares to the Participating Employee).
	 
	11.2	 	Construction
	 
	 	 	In these Rules, unless expressed to the contrary:






	 	(a)	 	terms defined in the Corporations Act have the same meaning in these
Rules;
	 
	 	(b)	 	words importing:






	 	(i)	 	the singular include the plural and vice versa;
	 
	 	(ii)	 	any gender includes the other genders;






	 	(c)	 	if a word or phrase is defined cognate words and phrases have corresponding
definitions;
	 
	 	(d)	 	a reference to:






	 	(i)	 	a person includes a firm, unincorporated association,
corporation and a government or statutory body or authority;
	 
	 	(ii)	 	a person includes its legal personal representatives,
successors and assigns;
	 
	 	(iii)	 	a statute, ordinance, code or other law includes
regulations and other statutory instruments under it and consolidations,
amendments, re-enactments or replacements of any of them;
	 
	 	(iv)	 	a right includes a benefit, remedy, discretion, authority
or power;
	 
	 	(v)	 	an obligation includes a warranty or representation and a
reference to a failure to observe or perform an obligation includes a breach
of warranty or representation;
	 
	 	(vi)	 	“$” or “dollars” is a reference to the lawful currency of
Australia;
	 
	 	(vii)	 	this or any other document includes the document as varied
or replaced and notwithstanding any change in the identity of the parties;
and










 



12


	 	(viii)	 	any thing (including, without limitation, any amount) is a reference to the
whole or any part of it and a reference to a group of things or persons is a
reference to any one or more of them.






	11.3	 	Headings
	 
	 	 	Headings do not affect the interpretation of these Rules.