Rules of the
Westpac Banking Corporation
as adopted at a meeting of the Board of Directors on 30 April 2002
and subsequently amended by:
the Board on 9 August 2002; and
the Board Remuneration Committee on 28
October 2002 and 11 December 2002.
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Tel 61 2 9230 4000
Fax 61 2 9230 5333
© Copyright Allens Arthur
WESTPAC BANKING CORPORATION (ABN 33 007 457
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:
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.
means the Australian Securities and Investments Commission.
means the Australian Securities and Investments Commission Act 2001 (Cth).
Australian Stock Exchange Limited (ABN 98 008 624 691).
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, and, 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.
means Westpac Banking Corporation (ABN 33 007 457 141) or any company that
becomes a holding company of Westpac Banking Corporation.
means the board of directors of the Bank from time to time.
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 persons 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
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.
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
means the Banks 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
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.
means any person who is in full-time or part-time employment of a Group
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 Quarterly TSR Test Date
immediately preceding the Last Employment Date of the Participant holding that
(b) if no Quarterly 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
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 Participants Invitation.
First Test Date means, in respect of a Peformance Security having a Performance Period
(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 Boards determination made as of the First Test Date.
Group Company means the Bank and any of its subsidiaries.
means an invitation to apply to acquire either Options, Share Rights or both
under the Plan, subject always to compliance with any Law.
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
(b) that Participants employer (being a company
other than the Bank) ceases to be a Group Company.
Last Exercise Date means the day ending at 5.00 pm Sydney time on the date 10 years after
the Issue Date or such other earlier date as is determined by the Board and
specified in an Invitation to an Eligible Employee.