Performance Plan (2006)Full Document 

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Table of Contents

 

1.

Purpose

1

2.

Definitions and interpretations

1

3.

Interpretation

7

4.

Invitation to acquire Securities

8

 

4.1

Issue

8

 

4.2

Form

8

 

4.3

Security price

8

5.

Application for Securities

9

 

5.1

Application procedure

9

 

5.2

Application in whole or in part

9

6.

Grant of Securities

9

 

6.1

Creation of Securities

9

 

6.2

Non-acceptance of Application

10

7.

Lapse of Securities

10

 

7.1

Time of lapse

10

 

7.2

Breach, fraud or dishonesty

10

 

7.3

Rights following lapse

10

8.

Exercise of Securities

10

 

8.1

Vested Securities

10

 

8.2

Exercise Period

11

 

8.3

Exercise of Securities in part

13

 

8.4

Exercise procedure

13

9.

Performance Hurdles and Vested Securities

13

 

9.1

Performance criteria

13

 

9.2

Performance Hurdles

14

 

9.3

Determination of number of Vested Securities

14

 

9.4

Performance Election Rights

16

 

9.5

Rounding of fractions

17

10.

Allocation of Shares

17

 

10.1

Allotment of Shares

17

 

10.2

Purchase of Shares

17

11.

Change in Control

18

12.

Capital Event

19

13.

New issues

19

14.

Securities not transferable

20

15.

Security Interest

20

16.

Ranking and listing

20

17.

Issue limitations

20

 




 

18.

No interest in Shares until exercise

20

19.

Commencement and termination

21

 

19.1

Commencement

21

 

19.2

Termination and Suspension

21

20.

Administration of the Plan

21

21.

Amendment of the Plan

21

 

21.1

By the Board

21

 

21.2

Listing Rules

22

22.

Law, Listing Rules and the Constitution

22

23.

Rights of Participants

22

24.

General

23

 

24.1

Advice

23

 

24.2

Costs and Expenses

23

 

24.3

Dispute

23

 

24.4

Notices

23

 

24.5

Error Correction

24

 

24.6

Governing Law

24

 




WESTPAC BANKING CORPORATION (ABN 33 007 457 141)

PERFORMANCE PLAN

RULES

1.            Purpose

The Westpac Banking Corporation Performance Plan has been established as an initiative for creating a stronger link between employee performance and reward and increasing shareholder value by enabling Participants to have a greater involvement with, and share in the future growth and profitability of the Bank.

2.            Definitions and interpretations

In this document the following terms have the following meanings:

Application means an application on an Application Form by an Eligible Employee to acquire Securities under the Plan.

Application Form means the application form in such form as the Board may approve from time to time.

ASIC means the Australian Securities and Investments Commission.

ASIC Act means the Australian Securities and Investments Commission Act 2001 (Cth).

ASX means Australian Stock Exchange Limited (ABN 98 008 624 691).

Award means, in relation to a Participant, the number of Securities created in favour of that Participant pursuant to clause 6, having the same Issue Date and, if those Securities are Performance Securities, the same Performance Period during which the performance criteria applicable to those Performance Securities are to be determined by reference to the same TSR Ranking Group.  If those Securities consist of both Options and Share Rights, the creation of those Options and those Share Rights shall each be taken to be separate awards.

Bank means Westpac Banking Corporation (ABN 33 007 457 141) or any company that becomes a holding company of Westpac Banking Corporation.

Board means the board of directors of the Bank from time to time.

Business Day means any day other than a Saturday, Sunday or other day on which commercial banking institutions in Sydney are authorised or required by law to be closed.

Capital Event means any of the following:

(a)                                  any event affecting the number or type of securities on issue in the capital of the Bank, including a subdivision, consolidation, reduction, redemption or further issue of securities whether by way of rights issue, bonus issue or otherwise; and

(b)                                 any other event which the Board in its discretion reasonably considers should be a Capital Event.




Change in Control occurs when a person’s voting power is more than (or will become more than) 35% in relation to the Bank (excluding any voting power held by virtue of acceptances under an off-market bid unless or until the bid is or becomes unconditional).

Class Order means an instrument made by ASIC that exempts each person in a class of persons from the Corporations Act, the ASIC Act or any part of either or both, or that modifies the application of the Corporations Act, the ASIC Act or any part of either or both in particular circumstances.

Condition means, in respect of any Security, one or more conditions (if any) determined by the Board in its absolute discretion to apply to that Security including, without limitation, Performance Hurdles, First Exercise Date and Last Exercise Date, as specified in an Invitation made to the relevant Eligible Employee under clause 4.

Conditionally Vested Securities means, the number of Performance Securities that would become Vested Securities if the only Condition to be satisfied on the Test Date is the Performance Hurdles applicable to those Performance Securities.

Constitution means the Bank’s constitution as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Determination Date means the Trading Day immediately preceding the date of an Invitation.

Dual Listed Company Structure means an arrangement whereby, among other things, two corporations have a unified management structure, but where each of the two corporations retains its separate legal identity and existing stock exchange listing.

Eligible Employee means an Employee whom the Board determines is to receive an Invitation under the Plan.  The Board may also determine at any time that an Employee who is located in a jurisdiction where it is, in the opinion of the Board, not reasonably practicable to invite participation in the Plan, is not an Eligible Employee and that, until the Board determines otherwise, such Employee shall not receive an Invitation under the Plan.

Employee means any person who is in full-time or part-time employment of a Group Company.

Exercisable Security means an Unvested Security which becomes a Vested Security pursuant to a determination made under clause 9.3(b)(iv), such determination to be made on the basis that the Test Date applicable to that Security:

(a)                                  will be the Monthly TSR Test Date immediately preceding the Last Employment Date of the Participant holding that Security; or

(b)                                 if no Monthly TSR Test Date has occurred since the Issue Date of that Security, will be taken to be the Last Employment Date of that Participant.

Exercise Price means the amount payable per Share, if any, on the exercise of a Vested Security or an Exercisable Security calculated as follows:

(a)                                  the Market Price; or

(b)                                 any other amount (which may be nil) specified by the Board in the Invitation,

in each case making appropriate adjustment, if any, in respect of Capital Events in accordance with clause 12.




First Exercise Date means the earliest date that a Participant may give Notice of Exercise under clause 8.2(a), such date to be determined by the Board in its absolute discretion and, once determined, specified in that Participant’s Invitation.

First Peer Group means the 100 entities comprised in the S&P/ASX 200 Index (excluding the Bank, all entities comprising the Second Peer Group, all entities in the property trusts sector of that Index and such other entity or entities as the Board may from time to time determine) at the commencement of a Performance Period, having the highest market capitalisation at that time and ranked in descending order, from highest to lowest, according to their market capitalisation.

First Test Date means, in respect of a Performance Security having a Performance Period of:

(a)                                  4 years, the second anniversary (or such other date as may be determined from time to time by the Board and specified in an Invitation made under clause 4); or

(b)                                 5 years, the third anniversary (or such other date as may be determined from time to time by the Board and specified in an Invitation made under clause 4,

of the commencement date of that Performance Period.

First Test Date Notice means the written notification provided to a Participant under clause 9.3(c) in respect of the Board’s determination made as of the First Test Date.

First TSR Ranking means the percentage ranking of the Bank relative to each entity comprising the First TSR Ranking Group.  To obtain the Bank’s percentage ranking at each applicable Test Date:

(a)                                  the TSR of each entity comprising the First TSR Ranking Group and of the Bank shall be ranked in descending order from highest to lowest;

(b)                                 the number of entities in the First TSR Ranking Group with a lower TSR than the Bank shall be calculated (the Numerator); and

(c)                                  the Numerator shall be divided by the number of entities then in the First TSR Ranking Group and the result of that equation, expressed as a percentage, shall be the Bank’s First TSR Ranking.

First TSR Ranking Group means, on any Test Date, the first 50 entities (or such other number as the Board may from time to time determine) in the First Peer Group that remain listed on the ASX and which have published sufficient data to enable each entity’s respective TSR to be determined for the purposes of this Plan.

Group Company means the Bank and any of its subsidiaries.

Invitation means an invitation to apply to acquire either Options, Share Rights or both under the Plan, subject always to compliance with any Law.

Issue Date means the date on which a Security is created under clause 6.1 by being inscribed on the Register.

Last Employment Date means, with respect to a particular Participant, the date on which:

(a)                                  that Participant ceases to be an Employee for whatever reason; or

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