SEEK LIMITED. $(ACN 080 075 314)$

STAFF OPTION PLAN

Definitions and interpretations $\mathbf{1}$

$1.1$ Definitions

In this Plan unless the context requires otherwise:

"ASIC Instrument" means a class order, practice note or policy statement published by the Australian Securities and Investments Commission.

"ASX" means Australian Stock Exchange Limited ABN 98 008 624 691 and includes its successor to all or most of the powers, functions and duties of Australian Stock Exchange Limited.

"Board" means the Board of Directors from time to time of the Company.

"Business Day" has the meaning given to it in the Listing Rules.

"Company" means SEEK Limited. ACN 080 075 314.

"Constitution" means the constitution of the Company as supplemented, substituted or amended from time to time.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means the Directors from time to time of the Company.

"Disclosure Document" has the meaning given to that term by section 9 of the Corporations Act.

"Employee" means any employee of the Group who is declared by the Board to be an Employee for the purposes of this Plan including, without limitation, an executive director of the Group who is declared by the Board to be an Employee for the purposes of this Plan.

"Entity" means:

$(a)$ in relation to a Liquidity Event within the meaning of paragraph (a) of that definition - the entity which acquires the assets of the Company;
in relation to a Liquidity Event within the meaning of paragraph (b) of that $(b)$ definition which takes place by way of a merger of the Company with another entity - the merged entity; and
$(c)$ in relation to a Liquidity Event within the meaning of paragraph (b) of that definition which takes place by way of an acquisition of the issued shares in the Company - the acquirer.

"Exercise Period" means any period determined by the Board to be an exercise period for Optionholders generally, or for particular Optionholders, including:

a period where the Company has in place a current Disclosure Document; $(a)$

$(b)$ a period where the Company can avail itself of exemptions under an ASIC Instrument from the fundraising and licensing provisions of the Corporations Act in relation to the issue of shares; or
in relation to Optionholders who are resident in jurisdictions other than Australia - $(c)$ a period where the Company is able to issue shares on the exercise of the Options in accordance with all applicable laws.

"Exercise Price" in respect of an Option, means the price determined in accordance with clause 6.5.

"Executive Directors" means any two Directors who are full time employees of the Company.

"Expert" means the person appointed at any time and from time to time by the Board (being a person reasonably believed by the Board to be a competent valuer) to determine the Market Value of an Option.

"First Vesting Date" means:

$(a)$ in relation to any Employee who (as at the Issue Date) has been employed by the Company for more than twelve (12) months – the Issue Date: and
$(b)$ in relation to any Employee who (as at the Issue Date) has been employed by the Company for twelve (12) months or less - the date 12 months after that Employee commencement employment with the Company.

"First Part" means one-quarter (25%) of the Options issued to a particular Employee on a particular Issue Date but shall not include any of the Options comprised in the Second Part.

"Group" means the Company and each Subsidiary.

"Issue Date" means the date upon which an Option is issued.

"Liquidity Event" means -

$(a)$ a disposal of the whole or substantially the whole of the property, business and undertaking of the Company;
$(b)$ a disposal by the holders of 100% of the Shares in the Company of their Shares, or the acquisition by one of the shareholders in the Company of all of the remaining Shares - other than in the context of a solvent reconstruction where underlying beneficial ownership remains substantially unchanged.

"Listing Rules" means the listing rules of the ASX and any other rules of the ASX which apply to the Company from time to time, except to the extent of any express written waiver by the ASX.

"Market Value" in relation to a Share, means -

$(a)$ the weighted average market price of Shares traded on ASX during the five consecutive trading days up to and including the date determined by the Board; or
$(b)$ if the Shares are not quoted on ASX, the amount determined by the Board as being the market value of the Share, calculated having regard to such matters and factors as the Board may consider to be relevant to the Company including (without limitation) -
- $(i)$ the profitability of the Company;
- $(ii)$ future prospects and opportunities;
$(iii)$ recent transactions and developments of other companies of a similar type or engaged in a similar business to that of the Company; or
$(iv)$ the value as determined by the Expert (applying generally accepted valuation methods) provided that the decision as to whether or not to engage an Expert shall rest entirely in the discretion of the Board.

"Option" means an option to acquire Shares pursuant to the Plan.

"Optionholder" means an Employee who holds an Option.

"Plan" means this Seek Staff Option Plan as amended from time to time.

"Second Part" means the Options referred to in clause 5.1(b), but shall not include any of the Options comprised in the First Part.

"Share" or "Security" means a fully paid ordinary share in the capital of the Company.

"Subsidiary" has the meaning given to that term by section 9 of the Corporations Act.

$1.2$ Interpretation

In this Plan unless there is something in the subject or context inconsistent therewith:

a reference to any legislation or to any provision of any legislation shall include $(a)$ any modification or re-enactment of, or any legislative provision substituted for, and all legislation and statutory instruments issued under, such legislation or such provision and shall include the corresponding legislation in such other State or Territory of the Commonwealth of Australia as may be relevant from time to time:
words (including words defined in this Plan) denoting the singular number shall $(b)$ include the plural and vice versa:
$(c)$ words importing natural persons shall (where appropriate) include corporations, firms, unincorporated associations, partnerships, trusts and any other entities recognised by law and vice versa;
$(d)$ words denoting any gender shall include all genders;
words "written" and "in writing" include any means of visible reproduction of $(e)$ words in a tangible and permanently viable form;
$(f)$ references to Clauses are references to the Clauses of this Plan;
a reference to any document or agreement shall be deemed to include $(q)$ references to such document or agreement as novated, supplemented, varied or replaced from time to time; and
$(h)$ the headings in this Plan are for the purpose of more convenient reference only and shall not form part of this Plan or affect its construction or interpretation.

$1.3$ Business Days

Except where otherwise expressly provided, where under or pursuant to this Plan or anything done hereunder the day on or by which any act, matter or thing is to be done is a day other than an Business Day, such act, matter or thing shall be done on the immediately succeeding Business Day.

$1.4$ Successors and Assigns

The obligations and liabilities imposed and the rights and benefits conferred on persons under this Plan shall be binding upon and enure in favour of the respective persons and each of their respective successors in title, legal personal representatives and permitted assigns.

$\mathbf{2}$ Invitation and eligibility

$2.1$ Subject to clauses 2.2 and 2.3, the Board may from time to time issue an invitation (in such form as the Board determines) to an Employee inviting the Employee to apply for Options for up to the number of Options specified in the invitation.
$2.2$ The Board may from time to time delegate to the Executive Directors its authority to issue Options within specified limits to specified Employees or categories of Employees. Any options issued within those limitations may be issued by the Executive Directors in accordance with and pursuant to that delegated authority. Any options to be issued in excess of those limitations will require Board approval.
2.3 The total number of Options on issue shall not exceed or be capable of exceeding 10% of the total number of Shares on issue at any time in the capital of the Company.

3 Acceptance

$3.1$ Within 28 days (or such other period as the Board may determine) of the date of an invitation given pursuant to clause 2, an Employee may accept the invitation by delivering to the Company a duly signed acceptance of the invitation.
3.2 The Employee may apply for the number of Options specified in the invitation or part thereof.

4 Issue of options

$4.1$ Upon receipt of a duly signed acceptance from the Employee as referred to in clause 3.1 the Company shall, subject to clause 4.2, issue to the Employee the Options applied for and shall dispatch to the Employee a certificate for those Options within 15 Business Days of the Issue Date.
4.2 The Company shall not be required to issue to the Employee the Options applied for, if the Employee is no longer employed by the Group.
4.3 Unless the Board otherwise determines, no issue price shall be payable by the Employee for the issue of Options in accordance with clause 4.1.

5 Vesting

$5.1$ Vesting in parts

Subject to clauses 9 and 10, the Options shall vest in whole or in part as follows:

the First Part shall vest on the First Vesting Date; and $(a)$
$(b)$ the Second Part shall comprise 36 equal parts which shall vest over the period:
- beginning in respect of the first such one-thirty sixth $(1/36th)$ part on the $(i)$ date 1 month after the First Vesting Date: and
- $(ii)$ beginning in respect of the remaining parts of the Second Part, one-thirty sixth (1/36th) part on each monthly anniversary of the First Vesting Date, until the Second Part has all vested.

or as otherwise determined by the Board including, without limitation, on such terms and conditions as to performance contingencies, hurdles and targets as the Board considers reasonable in the interests of the Group as a whole.

Exercise of Options 6.

$6.1$ Terms of Exercise

Subject to clause 6.2, an Optionholder can only exercise the Options if:

$(a)$ the Options have vested in accordance with clause 5; and
$(b)$ the Options are exercised:
- $(i)$ in the Exercise Period; or
- $(ii)$ at any other time approved by the Board.

$6.2$ Issue of Shares subject to law

The Company will not be required to issue Shares if doing so would cause it to breach the Corporations Act or any other law.

6.3 Process for exercise

$(a)$ Options are exercisable by an Optionholder completing and signing a form of acceptance printed on the option certificate or holding statement and lodging it with the Company (or as otherwise determined from time to time by the Board), together with payment to the Company by cheque marked "Not Negotiable" of an amount equal to the Exercise Price for the Options being exercised.
Subject to the terms and conditions of this Plan, upon exercise, each Option shall $(b)$ entitle the Optionholder to be issued with one ordinary Share in the capital of the Company.

6.4 Certificate or holding statement

Upon receipt by the Company of the Exercise Price relevant to the number of Options which the Optionholder is entitled to be issued with, the Company shall, as soon as practicable thereafter, issue to the Optionholder a certificate or holding statement in respect of the Shares issued.

$6.5$ Exercise Price

Subject to clauses 6.7 and 8.2, the Exercise Price in respect of each Option shall be:

the Market Value set out in the invitation referred to in clause 2 and in the option $(a)$ certificate referred to in clause 4.1: or
such other amount as determined by the Board in its absolute discretion and set $(b)$ out in the invitation referred to in clause 2 and in the option certificate referred to in clause 4.1.

6.6 Minimum Exercise Price

Subject to the Listing Rules, the minimum Exercise Price for the underlying Security must be $0.20 each.

6.7 Quotation of Shares

If Shares of the Company are quoted on the ASX at the relevant time, the Company will make application to the ASX for quotation of the ordinary Shares issued on the exercise of the Options.

$\overline{7}$ Buy back

$7.1$ The Board may, in its absolute discretion but subject to clause 10, at any time determine (in accordance with the requirements of the Constitution, the Corporations Act and the Listing Rules) to revoke, cancel or make arrangements to buy back all or any Options issued under this Plan, whether or not those Options have vested or have not yet vested. including Options issued to an Optionholder that is no longer an Employee of the Group. at a price being not less than the Market Value of the Options.
$7.2$ Following a determination of the Board pursuant to clause 7.1, the buy back of the Options, the subject of the determination, shall take place in accordance with the requirements of the Constitution, the Corporations Act and, if applicable, the Listing Rules.

Terms and conditions of options 8

$8.1$ Transfers

Options cannot be transferred or otherwise disposed of except with the prior written consent of the Board.

$8.2$ Reorganisation - Options

$(a)$ The Board may, at its discretion, reorganise Options, including by consolidating. subdividing or otherwise, and may in that context make any adjustments to the numbers of Options or the Exercise Prices of the Options (or both), so that, in the reasonable determination of the Board, the benefits conferred on Optionholders after such reorganisation are the same as the benefits conferred on Optionholders prior to the reorganisation.
$(b)$ In the event of any reorganisation including, without limitation, a consolidation, sub-division, reduction or return of the issued capital of the Company or any part thereof, the Board shall, subject to the Listing Rules, adjust the number of Options or the Exercise Price of the Options (or both), as it deems appropriate so that the benefits conferred on Optionholders after a reorganisation of capital are the same as the benefits conferred on Optionholders prior to the reorganisation but which will not confer on Optionholders any benefit to which the holders of Shares in the Company will not be entitled. This Clause does not prevent a rounding of entitlements if sanctioned by any meeting of members approving the reorganisation of capital.

8.3 Rights issues

Optionholders shall not be entitled to participate in any rights issues by the Company prior to the exercise of the Options in accordance with clause 8 and neither the Exercise Price of any Options or the rights attaching to those Options, shall be adjusted on account of any rights issues made by the Company.

8.4 Bonus issues

In the event that the Company makes a bonus issue of Shares to ordinary shareholders each Optionholder shall receive a bonus issue of Options, such that the proportion which the number of Options held by that Optionholder bears to the number of Shares on issue is the same both prior to and following the bonus issue of Shares.

8.5 Dividends

Options shall not confer a right to participate in any distribution of profits of the Company as dividends.

8.6 Voting

Options shall not confer:

$(a)$ a right to notices of general meetings, except as may be required by law; nor
$(b)$ a right to attend or speak at general meetings of the Company; nor
a right vote at any such general meetings of the Company. $(c)$

9 Liquidity events

$9.1$ Where an Optionholder has been issued with Options as envisaged in clauses 5.1(a) and 5.1(b), and a Liquidity Event occurs, then:

the Company will attempt to procure that each Optionholder receives from an $(a)$ equivalent benefit from the Entity to the benefit held by that Optionholder prior to the occurrence of the Liquidity Event in the form of Options; and
if the Company cannot procure an equivalent benefit as set out in clause (a), the $(b)$ Options (if any) which have not yet vested as at the occurrence of the Liquidity Event but which would have become vested and capable of exercise (under clause 5.1) in that Optionholder during the period of 18 months beginning on the date of the occurrence of the Liquidity Event, shall be deemed to have vested in that Optionholder on the Business Day immediately preceding the Liquidity Event and shall be capable of immediate exercise.
9.2 Where an Optionholder has been issued with Options under clause 5.1, then upon the occurrence of a Liquidity Event, the Board may by notice to the Optionholder (which shall be delivered by the Board prior to or as soon as practicable after the Liquidity Event) determine which Options held by that Optionholder (if any) shall be deemed to have vested in that Optionholder on the Business Day immediately preceding the Liquidity Event.
$9.3$ Save as set out in clauses 9.1 and 9.2 upon the occurrence of a Liquidity Event, all unvested Options, and all vested but unexercised Options shall automatically lapse.

$10$ Lapse of options

$10.1$ Subject to clause 10.2, if an Optionholder ceases to be employed by the Group at any time:
- $(a)$ all Options which have not yet vested shall automatically lapse;
- $(b)$ all Options which have vested but have not vet been exercised must be exercised during the first Exercise Period following the Optionholder's cessation of employment;
- $(c)$ any Options which have vested but are not exercised by the Optionholder in accordance with clause (b), shall automatically lapse.
$10.2$ Notwithstanding anything to the contrary contained in this Plan, upon the death of an Optionholder:
- all Options which have not yet vested shall automatically lapse; $(a)$
- $(b)$ the Executor of that Optionholder's estate or the nominated beneficiary or beneficiaries may, during either of the first two Exercise Periods after the death of the Optionholder, exercise any or all of the Options which have vested in that Optionholder but have not yet been exercised; and
- $(c)$ any Options which have vested but have not been exercised by the Executor or nominated beneficiaries in accordance with Clause (b), shall automatically lapse.
$10.3$ All Options shall automatically lapse if not exercised pursuant to clause 6 within six years of their Issue Date.
$10.4$ Notwithstanding anything to the contrary contained in this Plan, the Board may in its absolute discretion allow an Employee that is no longer employed by the Group to

exercise some or all of the Options held by that Employee that had not, as at the date that the Employee ceased to be employed by the Group, been exercised by that Employee.

$11$ Variation of Plan

$11.1$ Subject to the Listing Rules and clause 11.2, the Board shall have the power to amend or vary this Plan.
$11.2$ Where a proposed amendment or variation to this Plan will or is likely to, in the reasonable opinion of the Board, have a material adverse effect on the rights or interests of Optionholders, then such amendment or variation shall require the approval of the holders of more than 50% of the Options which have been issued and have not vet been exercised (including both vested Options and Options which have not yet vested). This clause does not apply to an amendment or variation required for the purpose of complying with or conforming with any law, or to correct any error or mistake or to enable the Company to comply with the Corporations Act, the Constitution or the Listing Rules.

12 Administration

$12.1$ This Plan shall be administered by the Board and any determination by the Board in respect of the operation of this Plan shall be final and binding on all Optionholders.
$12.2$ Without limiting the generality of clause 12.1, the Board has the powers, among other things, to:
- $(a)$ determine appropriate procedures for administration of this Plan:
- $(b)$ resolve conclusively all questions of fact or interpretation in connection with this Plan:
- $(c)$ terminate or suspend the operation of the Plan; and
- delegate to any one or more persons, for such period and on such conditions as $(d)$ they may determine, the exercise of any of its powers or discretions arising under this Plan.

13 Governing law

This document will be governed by and construed in accordance with the laws in force in the State of Victoria.

14 Listing Rules

Notwithstanding anything contained in this Plan, while the Company is admitted to the official list of the ASX, the Company:

shall not knowingly commit or allow to be knowingly committed any breach, $(a)$ contravention or failure to comply with the Listing Rules; and

to the extent to which any provision of this Plan is inconsistent with the provisions of the Listing Rules, the provisions of the Listing Rules will prevail. $(b)$

$\mathbf{1}$	Definitions and interpretations
2	Invitation and eligibility
$\boldsymbol{3}$	Acceptance
4	lssue of options
5	Vesting
6	Exercise of Options
7	Buy back
8	Terms and conditions of options
9	Liquidity events
10	Lapse of options
11	Variation of plan
12	Administration
13	Listing Rules

SEEK LimitedACN 080 075 314

Staff Option Plan

Arnold Bloch Leibler Ref: JMW:1087204 ::ODMA\PCDOCS\ABL\351206\1

AI assistant

SEEK LIMITED Governance Information 2005

65765_rns_2005-04-18_0a2ea0a4-35eb-463a-962a-4db012eb2f2f.pdf

SEEK LIMITED. $(ACN 080 075 314)$