Corporations Regulations 2001

CHAPTER 2D - OFFICERS AND EMPLOYEES  

PART 2D.2 - RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS  

Division 2D.2.2 - Termination payments  

REGULATION 2D.2.03   WHEN BENEFIT GIVEN IN CONNECTION WITH RETIREMENT FROM AN OFFICE OR A POSITION  

2D.2.03(1)   [ Circumstances in which benefit given]  

For subsection 200A(1A) of the Act, each of the following circumstances is specified in relation to a benefit:

(a) circumstances in which the benefit is the automatic vesting of share-based payments for a person on or as a result of retirement from an office or a position;

(b) circumstances in which the benefit is the accelerated vesting of share-based payments for a person on or as a result of retirement from an office or a position; and

(c) circumstances in which the benefit is a payment made to a person in lieu of the giving of notice of termination.

Note: Subsection 200A(1A) of the Act provides that a benefit is given in connection with a person ' s retirement from an office or a position if the benefit is given in circumstances specified in regulations.

2D.2.03(2)   [ Exempt benefits]  

For paragraph 200F(1)(b) of the Act, a benefit requires shareholder approval:

(a) if it:

(i) is a deferred bonus under paragraph 2D.2.02(2)(a) ; and

(ii) is subject to automatic or accelerated vesting under subregulation (1); and

(iii) exceeds the payment limit set by section 200G of the Act; and

(b) if it is not a benefit attributable to the release of a deferred bonus from a restriction due to death or incapacity.