KMD BRANDS LIMITED — Remuneration Information 2009

Nov 12, 2009

Option Plan

Kathmandu Holdings Limited ARBN 139 836 918

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Contents	Contents
1.	Introduction..................................................................................................................1
	1.1	Purpose .........................................................................................................1
	1.2	Commencement ............................................................................................1
2.	Definitions and interpretation ....................................................................................1
	2.1	Definitions ......................................................................................................1
	2.2	Interpretation..................................................................................................4
	2.3	References to Listing Rules...........................................................................5
3.	Invitation.......................................................................................................................5
	3.1	Making of Invitations ......................................................................................5
	3.2	Form of Invitation ...........................................................................................5
4.	Application and acceptance .......................................................................................6
	4.1	Application .....................................................................................................6
	4.2	Acceptance....................................................................................................7
5.	Grant of	Options ..........................................................................................................7
	5.1	Grant..............................................................................................................7
	5.2	Certificate.......................................................................................................7
	5.3	Listing ............................................................................................................7
6.	Disposal Restrictions..................................................................................................7
7.	Exercise	of Plan Options ............................................................................................7
	7.1	Manner of exercise ........................................................................................7
	7.2	Exercise Conditions .......................................................................................7
	7.3	Other permitted exercise ...............................................................................8
	7.4	Shares resulting from exercise ......................................................................8
8.	Lapse of	Plan Options.................................................................................................9
	8.1	Cessation of employment events...................................................................9
	8.2	Fraud or Dishonesty ......................................................................................9
	8.3	When employment ceases ............................................................................9
9.	Capital Events..............................................................................................................9
	9.1	New issues ....................................................................................................9
	9.2	Bonus issues .................................................................................................9
	9.3	Alterations to capital ....................................................................................10
	9.4	Reorganisation.............................................................................................10
10.	Security	Interest ........................................................................................................10
11.	Administration of Plan ..............................................................................................10
	11.1	Board to administer Plan .............................................................................10
	11.2	Sub-plans.....................................................................................................11
	11.3	No waiver.....................................................................................................11
	11.4	Suspension and termination ........................................................................11
12.	Restrictions on the Plan ...........................................................................................11
	12.1	General ........................................................................................................11
	12.2	Issue limitations ...........................................................................................11
13.	Amendment of the Plan ............................................................................................11

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	13.1	General ........................................................................................................11
	13.2	Limitation on amendments...........................................................................11
	13.3	With Participant’s agreement.......................................................................12
14.	Rights of	Participants ...............................................................................................12
15.	General .......................................................................................................................13
	15.1	Costs and Expenses....................................................................................13
	15.2	Disputes.......................................................................................................13
	15.3	Notices.........................................................................................................13
	15.4	Error Correction ...........................................................................................14
	15.5	Entire Agreement.........................................................................................15
	15.6	Governing Law.............................................................................................15

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Kathmandu Limited Option Plan Rules

1. Introduction

1.1 Purpose

The Plan provides Eligible Employees an opportunity to acquire an ownership interest or exposure to an ownership interest in the Company.

1.2 Commencement

The Plan takes effect from the date of resolution by the Board adopting the Plan or such later date as may be specified by the Board in that resolution.

2. Definitions and interpretation

2.1 Definitions

In these Rules:

Application means an application to acquire Options made by an Eligible Employee following receipt of an Invitation, in accordance with the terms of the Invitation and on an Application Form.

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

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules means the listing rules of ASX.

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

Bonus Shares means Shares to which a holder of Shares is entitled in any pro rata issue by the Company to holders of Shares for which no consideration is payable by the holder.

Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.

Certificate means, in relation to an Option, any certificate or statement (in a form approved by the Board) that the Company may issue to the Participant which discloses the number of Options in respect of the Participant.

Change of Control means:

• (a) a person and their associates (as defined in the Takeovers Code) become the holder or controller of (as defined in the Takeovers Code) more than 50% of the Shares (excluding any Shares held by virtue of acceptances under an off-market bid unless or until the bid is or becomes unconditional);

• (b) a court approves a proposed compromise or arrangement under the Companies Act which, when implemented, will result in a person holding or controlling more than 50% of the Shares.

Control Event means:

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• (a) a Change of Control occurs;

• (b) a full or partial takeover offer is made to acquire Shares, offers under that takeover bid remain open for acceptance and the Board has recommended acceptance of those offers to the Company's shareholders;

• (c) subject to paragraphs (a) and (b), a full or partial takeover offer or a compromise or arrangement under the Companies Act is made or undertaken in respect of Shares and the Board in its absolute discretion determines exercise of a Plan Option to be appropriate; or

• (d) the Company passes a resolution for voluntary liquidation or a liquidator is appointed to the Company.

Companies Act means the Companies Act 1993 (New Zealand).

Company means Kathmandu Holdings Limited, NZ incorporation number 2334209, and ARBN 139 836 918.

Condition means one or more conditions (if any) determined by the Board in its absolute discretion to apply to an Option, including Performance Hurdles, as specified in an Invitation made to the relevant Eligible Employee.

Constitution means the constitution of the Company as amended from time to time.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Employee means an Employee whom the Board determines is to receive an Invitation under the Plan but for the purposes of rule 5.1 does not include an Employee who has given or been given notice terminating their employment (unless the Board considers the circumstances to be exceptional).

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

Exchanges means ASX and NZSX.

Exercise Condition means, in relation to an Option, a Condition (other than a Vesting Condition) which must be satisfied or waived before that Option may be exercised.

Exercise Period means, in relation to an Option, the period during which that Option may, subject to these Rules, be exercised and at the end of which that Option will lapse.

Exercise Price means, in relation to an Option, the amount payable on exercise of that Option, as specified in the Invitation and adjusted in accordance with rule 9.

Group means the Company and each of its Subsidiaries.

Group Company means the Company or any of its Subsidiaries.

Invitation means an invitation by the Company to apply for Options under the Plan made in accordance with rule 4.1.

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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• (b) that Participant's employer (being a company other than the Company) ceases to be a Group Company.

Law means the law applicable to any Invitation to an Eligible Employee under the Plan, including applicable Tax Acts.

Listing Rules means:

• (a) in relation to ASX, the ASX Listing Rules; and

• (b) in relation to NZX, the NXZ Listing Rules.

NZSX means the New Zealand Stock Market operated by NZX.

NZX means NZX Limited, and its successors and assigns and as the context permits, includes any duly authorised delegate of NZX.

NZX Listing Rules means the listing rules of NZX and any other rules of NZX which are (and to the extent) applicable to the Company while the Company is listed on the NZSX and (if and for so long as applicable) the ASX, subject to and, on the basis of its listing classification prevailing at the relevant time.

Option means a right to acquire a Share granted under rule 5.

Participant means:

• (a) an Eligible Employee whose Application to acquire Options and participate in the Plan has been accepted by the Board;

• (b) the legal personal representative of that Eligible Employee; or

• (c) if, because of the Insolvency Act 2006 or equivalent legislation in any other jurisdiction, any interests or rights held under the Plan that form part of the property of an Eligible Employee, vest in the trustee of that Eligible Employee’s estate, that trustee, whether or not the name of that trustee has been entered in the Register.

Performance Hurdles means the performance criteria determined by the Board from time to time and as set out or referred to in the relevant Invitation.

Plan means the Kathmandu Holdings Limited Option Plan.

Plan Option means an Option granted and held under the Plan by a Participant.

Register means any register created and maintained by or on behalf of the Company for the purposes of identifying the holders of Options.

Regulatory Instrument means an instrument made by a governmental authority or agency that exempts each person in a class of persons from the Law or any part of it, or that modifies the application of the Law or any part of it in particular circumstances (and includes exemption notices issued under the Securities Act and ASIC Class Orders).

Retirement means the voluntary cessation of employment of a Participant with a Group Company solely by reason of that Participant having notified that Group Company of his or her intention to permanently leave the workforce and where it is reasonable for the Board to conclude in its absolute discretion that the Participant is permanently leaving the workforce.

Rules means these rules of the Plan as amended from time to time.

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Securities Act means the Securities Act 1978 (New Zealand).

Security Interest means a security interest, mortgage, charge, pledge, lien or other encumbrance of any nature.

Shares means fully paid ordinary shares in the capital of the Company.

Subsidiary means a body corporate which is a subsidiary of the Company within the meaning of section 5 of the Companies Act.

Takeovers Code means the takeovers code recorded in the Takeovers Code Approval Order 2000 (New Zealand).

Tax means any tax, levy, excise, duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever nature, whether direct or indirect, by whatever method collected or recovered, together with any fees, penalties, fines, interest or statutory charges.

Tax Act means the Income Tax Act 2007 (New Zealand), the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) or any of them, as the context requires.

Total and Permanent Disablement , in relation to a Participant, means that that Participant has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Participant unlikely ever to engage in any occupation with the Company or any other Group Company for which he or she is reasonably qualified by education, training or experience.

Vested Option means a Plan Option in respect of which Vesting Conditions have been satisfied.

Vesting Condition means, in relation to an Option, a Condition which must be satisfied or waived before that Option becomes vested in its holder.

2.2 Interpretation

In these Rules:

• (a) headings are for convenience only and do not affect the interpretation,

and unless the context otherwise requires:

• (b) a word importing the singular includes the plural (and vice versa);

• (c) a word indicating a gender includes every other gender;

• (d) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

• (e) a reference to a rule or paragraph is a reference to a rule or paragraph of these Rules, or the corresponding rule or rules of this Plan as amended from time to time;

• (f) a statute includes its delegated legislation (including regulations);

(g) a statute, delegated legislation, the Listing Rules or a provision of any of them includes consolidations, amendments, re-enactments and replacements;

• (h) a reference to a statute, delegated legislation, the Listing Rules or a provision of any of them is a reference to that statute, delegated legislation, the Listing Rules or

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provision in force in relation to the Company after taking into account any waiver, modification or exemption which is in force either generally or in relation to the Company;

• (i) the word "include" or "including" is not a word of limitation;

• (j) where the time for doing any act, matter or thing under these Rules falls on a day which is not a Business Day, it shall be done on the next succeeding Business Day; and

• (k) if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day.

2.3 References to Listing Rules

In these Rules:

• (a) a reference to the ASX Listing Rules only apply while the Company is included on the official list of ASX; and

• (b) a reference to the NZX Listing Rules only applies while the Company is listed on the NZSX.

3. Invitation

3.1 Making of Invitations

• (a) The Board may, from time to time, at its discretion, make or cause to be made Invitations to Eligible Employees to participate in the Plan.

• (b) The Board may determine, in its discretion, the number or value of Options that may be offered to any Eligible Employee.

3.2 Form of Invitation

• (a) An Invitation may take any form and be upon the terms and subject to any restrictions determined by the Board.

• (b) The Board may amend an Invitation at any time prior to the final date for receipt of Applications specified in the Invitation.

• (c) Without limiting the Board's discretion, an Invitation may specify or include the following information: (i) the date of the Invitation;

• (ii) the name of the Eligible Employee to, or in respect of, whom the Invitation is made;

• (iii) the number of Options to which the Invitation relates, or how that number is calculated;

• (iv) the amount payable (if any) for the grant of the Option, or how that amount is calculated;

• (v) the Exercise Price (if any) or how it is calculated;

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• (vi) the Exercise Date or how it is fixed; (vii) the Exercise Conditions (if any)

• (viii) the Vesting Conditions (if any);

• (ix) the time period in which to make an Application in respect of the Invitation; and

• (x) any other material terms and conditions required by any Law and any relevant Regulatory Instrument and any other terms and conditions applicable to the Invitation including the requirement that the Eligible Employee must continue to be and remain an Eligible Employee on the date that the Options are granted under rule 5.

• (d) An Application Form and other material for the purpose of this rule 3.2 may be in electronic form, in which case references in these Rules to completing and submitting an Application Form will, subject to the Constitution, the Law and any Regulatory Instrument be taken to be satisfied by the completion and submission of information in electronic form in any manner specified in the Invitation or Application Form.

4. Application and acceptance

4.1 Application

• (a) An Eligible Employee who receives an Invitation may only make an Application by submitting a duly completed Application within the time period and as otherwise specified in the Invitation. An Application may not be made on the basis that it is subject to any terms and conditions other than those specified in the Invitation.

• (b) An Eligible Employee may only apply for Options to be acquired under the Plan in his or her own name or on his or her behalf.

• (c) If, on submitting the duly completed Application in accordance with rule 4.1(a), the Eligible Employee's employment or appointment with the Group has not ceased, the Employee:

• (i) irrevocably offers to acquire the Options under the Plan (as the case may be) in accordance with the Invitation;

• (ii) agrees to be bound by the terms of the Invitation, the Application, these Plan Rules, the Constitution;

• (iii) consents to the collection, holding, processing and exchange of their personal data or information by the Group for any purpose related to the proper administration of the Plan for the purposes of any privacy Laws; and

• (iv) subject to rule 4.1(d), becomes a Participant.

• (d) Notwithstanding any other provision of this Plan, a Participant has no right to Options under the Plan until such Options are granted to the Participant in accordance with these Rules.

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4.2 Acceptance

(a) The Board may accept or reject any Application in its discretion, without assigning any reason.

• (b) If the Board determines not to accept an Application, the Company shall provide notification to that Employee that it does not wish to accept that Employee’s Application, and the Invitation to that Employee, and the Application by that Employee in relation to that Invitation, shall be deemed never to have been made.

5. Grant of Options

5.1 Grant

Subject to the acceptance by the Board of the Application Form of a Participant and satisfaction of the terms of the Invitation of that Participant, each Participant, who continues to be an Employee as at the date on which Options are granted under this Plan, shall be granted such number of Options as is determined in accordance with the Invitation of that Participant.

5.2

Certificate

The Company may issue a Certificate to a Participant in respect of the Options granted to that Participant. The Company must comply with the Constitution, the Companies Act and the Listing Rules with respect to the issue of the Certificate.

5.3 Listing

Options will not be quoted on the Exchanges.

6. Disposal Restrictions

Without the prior approval of the Board in its discretion, Plan Options cannot be transferred by a Participant and the Participant must not dispose of or deal with (or purport to otherwise dispose of or deal with) any Plan Options of the Participant or any interest in any Plan Options of the Participant.

7. Exercise of Plan Options

7.1 Manner of exercise

The exercise of any Plan Option may only be effected in a form and manner as the Board may determine.

7.2 Exercise Conditions

Subject to Rule 7.3, a Plan Option may only be exercised if:

(a) where the Participant is an Employee at the time of exercise, the Plan Option is a Vested Option at the time of exercise;

• (b) where:

• (i) the Participant's employment with a Group Company ceases due to his or her death, Total and Permanent Disablement, redundancy or Retirement; or

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• (ii) the Participant's employer (being a company other than the Company) ceases to be a Group Company, whether or not after the cessation the Participant remains an employee of that company,

the Plan Option is a Vested Option at the Last Employment Date;

• (c) at the time of exercise:

• (i) the Exercise Period has commenced;

• (ii) the Plan Option has not lapsed under rule 8;

• (iii) the Exercise Price (if any) has been paid; and

• (iv) each Exercise Condition (if any) has been satisfied or waived.

• (d) where the Participant is an individual, the Participant is not bankrupt and has not committed an act of bankruptcy;

• (e) where the Participant is deceased, the Participant's estate is not insolvent or bankrupt; and

• (f) where the Participant is not an individual, the Participant is not insolvent or subject to a resolution or order for winding up or liquidation.

7.3 Other permitted exercise

The Board may determine that a Plan Option will become a Vested Option and may be exercised, whether or not any or all applicable Exercise Conditions have been satisfied, in any period (not being later than the expiry of the Exercise Period) determined by the Board:

• (a) if a Control Event occurs; or

• (b) in any other circumstance if the Board in its absolute discretion determines.

7.4 Shares resulting from exercise

• (a) Following exercise of a Plan Option, the Company must, within such time as the Board determines, issue or transfer to the person exercising the Plan Option the number of Shares in respect of which the Plan Option has been exercised, credited as fully paid.

• (b) The Company will apply for official quotation of the Shares issued on the exercise of a Plan Option on each stock exchange on which Shares are quoted in accordance with the Listing Rules (or the equivalent to the Listing Rules, in the case of any financial market other than the Exchanges).

• (c) Unless the Plan Options terms provide otherwise, Shares issued on the exercise of a Plan Option be created as fully paid and will, except for any dividend declared on Shares where the record date occurs prior to the relevant allotment date, rank equally with all other issued Shares.

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8. Lapse of Plan Options

8.1 Cessation of employment events

Unless the Exercise Period expires at an earlier date, a Plan Option of a Participant lapses, subject to rule 8.2, on the latest of:

• (a) the expiry of 12 months after the Participant's death, if death occurs before the Plan Option otherwise would lapse under this rule 8.1;

• (b) the expiry of 3 months after the Last Employment Date where the Participant ceases to be employed by a Group Company due to his or her Total and Permanent Disablement or redundancy;

• (c) the expiry of 3 months after the Last Employment Date where that Participant's employer (being a company other than the Company) ceases to be a Group Company;

• (d) the Last Employment Date where the Participant ceases to be employed by a Group Company for any other reason;

• (e) if the Board extends the time during which the Plan Option may be exercised, the expiry of that time.

8.2 Fraud or Dishonesty

An unexercised Plan Option of a Participant lapses if, in the opinion of the Board (acting reasonably), the Participant has acted fraudulently or dishonestly in their capacity as an employee of a Group Company or is or has been in material breach of his or her obligations to any Group Company and the Board determines that such Plan Option lapses.

8.3 When employment ceases

For the purposes of these Rules, a Participant will be taken not to have ceased employment with a Group Company until such time as the Participant is no longer an employee of any of the Group Companies.

9. Capital Events

9.1 New issues

A Participant is only entitled to participate in respect of Plan Options in a new issue of Shares or other securities to existing holders of Shares generally if the Participant has validly exercised the Participant's Plan Options and become a holder of Shares prior to, the relevant record date for the new issue, and is then only entitled to participate in relation to Shares of which the Participant is the registered holder in accordance with the terms of the new issue.

9.2 Bonus issues

If:

• (a) the Company makes a bonus issue of Shares or other securities pro rata to holders of Shares (other than an issue in lieu of dividends or by way of dividend reinvestment pursuant to any election by a holder of Shares); and

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(b) no Shares have been issued or transferred to, and registered in the name of, the Participant in respect of a Plan Option before the record date for determining entitlements to the bonus issue,

the number of Shares issued or transferred on exercise of that Plan Option will be increased by the number of Bonus Shares that the Participant would have received if the Plan Option had been exercised, and Shares resulting from that exercise had been recorded in the name of the Participant, prior to the record date for the bonus issue. No change will be made as a result of the bonus issue to the Exercise Price of the Plan Option.

9.3

Alterations to capital

Subject to the Listing Rules, if the Company makes any new issue of securities or alterations to its capital by way of a rights issue, distribution of capital (other than a bonus issue, reduction of capital or reconstruction of capital) then the Board may make adjustments to the rights attaching to the Plan Options (including to the number of Shares which may be acquired on exercise of the Plan Options and the Exercise Price) on any basis it sees fit in its absolute discretion.

9.4 Reorganisation

If there is a reorganisation (including consolidation, sub-division, cancellation, redemption, reduction, acquisition by the Company or return or other rearrangement or reconstruction whatsoever) of the issued share capital of the Company, the number of Plan Options to which each Participant is entitled or the Exercise Price (if any), or both, will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

10. Security Interest

A Participant must not grant any Security Interest in or over or otherwise dispose of or deal with or enter into any hedging transaction in relation to any Option or any interest therein, and any such Security Interest or disposal or dealing will not be recognised in any manner by the Company.

11. Administration of Plan

11.1 Board to administer Plan

The Board will administer the Plan and has power to:

• (a) determine appropriate procedures and documentation for the administration of the Plan consistent with these Rules;

• (b) resolve and bind the Company and the Participants absolutely regarding any question of fact, interpretation, effect or application and all calculations arising in connection with the Plan;

• (c) determine matters failing for determination under these Rules in its absolute discretion having regard to the interests of and for the benefit of the Company and the Board is not, in exercising any power or discretion, under any fiduciary or other obligation to any other person;

• (d) exercise the discretions conferred on it by these Rules or which may otherwise required in relation to the Plan;

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• (e) delegate to any one or more persons (including, but not limited to, a committee of the Board) the exercise of any of its powers or discretions arising under the Plan, for any period and on any conditions as it may determine; and

• (f) appoint or engage specialist service providers for the operation and administration of the Plan.

11.2

Sub-plans

The Board may adopt rules of the Plan applicable in any jurisdiction ( Sub-Plans ) under which Options offered under the Plan or the way in which the Plan is operated may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to an Employee or to any Group Company in relation to the Options or any of the provisions of the Plan.

11.3 No waiver

No failure to exercise nor any delay in exercising any right, power or remedy under these Rules operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.

11.4 Suspension and termination

The Board may from time to time suspend the operation of the Plan and may at any time terminate the Plan. The suspension or termination of the Plan must not prejudice the existing rights (if any) of Participants. The Board will give notice of any suspension or termination of the Plan to all Participants.

12. Restrictions on the Plan

12.1 General

Notwithstanding any rule, Options may not be granted or exercised, if to do so would contravene the Listing Rules or any Law.

12.2 Issue limitations

The total number of unissued Shares which may be offered at any time to Eligible Employees under the Plan shall not exceed the maximum permitted under any Law or Regulatory Instrument.

13. Amendment of the Plan

13.1 General

Subject to Rule 13.2 and the Listing Rules, the Board may amend, add to, delete, or otherwise vary these Rules at any time in any manner it thinks fit in its absolute discretion (including an amendment which has retrospective effect).

13.2 Limitation on amendments

Any amendment of these Rules must not materially reduce the rights of Participants as they existed prior to the date of the amendment, unless the amendment is introduced primarily:

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• (a) for the purpose of complying with or conforming to any present or future Law, the Listing Rules, Regulatory Instrument, or a requirement, policy or practice of any applicable regulatory body;

• (b) to correct any manifest error or mistake;

• (c) to enable contributions or other amounts paid by a Group Company to the Plan to qualify as income tax deductions for that Group Company or another Group Company;

• (d) to enable any Group Company to reduce the amount of fringe benefits tax under the Income Tax Act 2007 (New Zealand) or the Fringe Benefits Tax Assessment Act 1986 (Cth), the amount of tax under the Tax Acts, or the amount of any other tax or impost that would otherwise be payable by the Group Company in relation to the Plan;

• (e) for the purpose of enabling the Participants generally (but not necessarily each Participant) to receive a more favourable taxation treatment in respect of their participation in the Plan; or

• (f) to enable the Plan or any Group Company to comply with the Companies Act, the Securities Act, the Corporations Act, the Listing Rules or the Constitution.

13.3 With Participant’s agreement

Nothing in this clause 13 prevents the Board from time to time varying any term of a Participant’s participation in the Plan with the agreement of the Participant.

14. Rights of Participants

Nothing in these Rules:

• (a) confers on any Employee the right to become or remain an Eligible Employee or to participate in the Plan;

• (b) confers on any Eligible Employee or Participant the right to acquire Options under the Plan until granted in accordance with rule 5.1;

• (c) confers on any Eligible Employee or Participant the right to continue as an Employee of any Group Company;

• (d) affects any rights which a Group Company may have to terminate the employment of any Eligible Employee or Participant and in no event will any Group Company be deemed by making an Invitation or otherwise, to have represented that an Eligible Employee or Participant’s employment with a Group Company will continue until or beyond the Exercise Date;

• (e) may be used to increase damages in any action brought against any Group Company in respect of any such termination of employment and a Participant shall waive any and all rights to compensation or damages in consequence of any such termination insofar as those rights arise or may arise from that Participant ceasing to have rights under the Plan as a result of such termination; and

• (f) confers any responsibility or liability on any Group Company or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Employees or Participants.

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15. General

15.1 Costs and Expenses

• (a) With the exception of Taxes (excluding any Taxes payable on brokerage) which are payable by a Participant, a Participant will not be liable for any costs associated with the implementation and administration of the Plan unless the Board in its discretion determines otherwise. If the Board so determines, the Board must inform the Participant by setting out details of the proposed costs in the Invitation to that Participant.

• (b) Subject to rule 15.1(a), the Company will pay all expenses, costs and charges in relation to the establishment, implementation and administration of the Plan, including all costs incurred in or associated with the allotment and issue or purchase of Shares (except for Taxes which are payable by Participants) for the purposes of the Plan.

15.2 Disputes

Any disputes or differences of any nature arising under the Plan shall be referred to the Board and its decision shall, in the absence of manifest error, be final and binding in all respects.

15.3 Notices

Any notice, instruction or direction given under or pursuant to these Rules:

• (a) may be given by personal delivery or by post or fax or e-mail:

• (i) in the case of a company, to its registered office (or any other address notified by that company from time to time ( Notified Address ) or the fax number (if any) of that registered office (or Notified Address);

• (ii) in the case of an individual, to their last known address, fax number, or email address; or

• (iii) if an Employee of a Group Company, either to their last known address, fax number, or email address or to the address of the place of business at which they carry out all or most of their duties, or to a fax number or email address relating to that address;

• (b) (in the case of personal delivery, post or fax) must be signed by the sender or a person duly authorised by the sender;

• (c) (in the case of email) must be in PDF or other format that is a scanned image of the original of the communication, including a handwritten signature, be attached to an email that states that the attachment is a communication under these Rules, and the sender must keep an electronic and printed copy of the notice sent; and

• (d) except as provided in rule 15.3(e), will be taken to have been given or made: (i) in the case of personal delivery, when personally received;

• (ii) in the case of post to an address within New Zealand, three days after posting;

• (iii) in the case of post to an address outside New Zealand, five days after posting;

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• (iv) in the case of a fax, at the time in the place to which it is sent equivalent to the time shown on the transmission confirmation report produced by the fax machine from which it was sent which indicates that the fax was transmitted in its entirety to the fax number of the addressee;

• (v) in the case of email complying with rule 15.3(c), on the first to occur of:

• A. receipt by the sender of an email acknowledgement from the recipient's information system showing that the notice has been delivered to the email address stated in rule 15.3(a);

• B. the time the notice enters an information system which is under the control of the recipient; and

• C. the time that the notice is first opened or read by the recipient or an employee or officer of the recipient,

but if the communication would otherwise be taken to be received on a day that is not a working day or after 5.00 pm, it is taken to be received at 9.00 am on the next working day ("working day" meaning a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally, in the place to which the communication is posted, sent or delivered);

(e) in the case of any Application Form, that application will not be taken to have been received by or on behalf of the Company:

• (i) until it is actually received by the Company at the address nominated from time to time by the Board; or

• (ii) if the terms of an Application Form permit it to be submitted in electronic form, until all conditions specified by the Board from time to time for submission of that Application Form have been satisfied.

15.4 Error Correction

• (a) If any Option is granted under this Plan in error or by mistake to a person who is not the intended recipient of that Option ( Incorrect Recipient ), then:

• (i) the Incorrect Recipient shall have no right or interest, and shall be taken never to have had any right or interest, in that Option; and

• (ii) that Option will immediately lapse.

• (b) In the event that any error or mistake has been made in relation to the number of Options the subject of:

• (i) an Invitation; (ii) an inscription in any register of Participants; or (iii) any notification made in the Board's discretion,

that Invitation, inscription or notification, as the case may be, shall be null and void and of no effect to the extent of any such error or mistake and the Board may in its absolute discretion, correct such error or mistake, without the need to obtain consent from the relevant Eligible Employee or relevant Participant, by notice to the Eligible Employee or that Participant and, where appropriate, may issue an amended Invitation or notification or correct the register.

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• (c) The Board will notify the relevant Participant within a reasonable period after discovering and correcting the error or mistake.

15.5 Entire Agreement

This Plan represents all of the terms on which Options may be issued and exercised and Shares may be issued or transferred under the Plan, except those which the Board reasonably implies to give effect to the Plan.

15.6 Governing Law

This Plan and the rights of Participants under its Rules are governed by the laws in force in New Zealand.

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