88 Woodside Petroleum Ltd|Annual Report 2018

Woodside Equity Plan (WEP)

The WEP is available to all permanent employees, but since 1 January 2018 has excluded EIS participants. The purpose of the WEP is

to enable eligible employees to build up a holding of equity in the company as they progress through their career at Woodside.

The number of Equity Rights (ERs) oered to each eligible employee is determined by the Board, and based on individual

performance as assessed under the performance review process. There are no further ongoing performance conditions. The linking

of performance to an allocation allows Woodside to recognise and reward eligible employees for high performance.

Each ER entitles the participant to receive a Woodside share on the vesting date three years after the eective grant date.

Supplementary Woodside Equity Plan (SWEP)

In October 2011, the Board approved a remuneration strategy which includes the use of equity to support a competitive base

remuneration position. To this end, the Board approved the establishment of the SWEP to enable the oering of targeted

retention awards of ERs for key capability. The SWEP was designed to be oered to a small number of employees identiﬁed as

being retention critical. The SWEP awards have service conditions and no performance conditions. Each ER entitles the participant

to receive a Woodside share on the vesting date three years after the eective grant date.

There were no allocations under the SWEP in 2018. Table 13 on pages 92-94 includes a summary of executive KMPs interests in ERs.

ERs under both the WEP and the SWEP may vest prior to the vesting date on a change of control or on a pro-rata basis, at the

discretion of the CEO, limited to the following circumstances; redundancy, retirement (after six months’ participation), death,

termination due to illness or incapacity or total and permanent disablement of a participating employee. An employee whose

employment is terminated by resignation or for cause prior to the vesting date will forfeit all of their ERs.

Equity awards

In February 2018, the Board approved the equity award rules which apply to EIS and discretionary executive allocations.

This allows the Board and CEO to award discretionary allocations of Restricted Shares or Performance Rights.

An award of 133,366 Restricted Shares was made to Ms Meg O’Neill upon commencement of employment with Woodside on 1 May 2018

to recognise certain rights that were forfeited with her prior employer. The Restricted Shares will vest in three tranches on each of

1 May 2019, 1 May 2021 and 1 May 2023, subject to Ms O’Neill not resigning or being terminated for cause prior to the vesting date. No

further vesting conditions were attached. Further details are set out in Table 13 on page 92-94.

Contracts for executive KMP

All executive KMP have a contract of employment. Table 8 below contains a summary of the key contractual provisions of the

contracts of employment for the executive KMP.

Table 8 – Summary of contractual provisions for executive KMP

Employing company Contract Duration

Termination notice

period company1, 2

Termination notice

period executive

P Coleman Woodside Petroleum Ltd Unlimited 12 months 6 months

M Abbott Woodside Energy Ltd Unlimited 6 months 3 months

S Duhe Woodside Energy Ltd Unlimited 6 months 6 months

R Edwardes Woodside Energy Ltd Fixed term contract until

31 December 2019 6 months 6 months

S Gregory Woodside Energy Ltd Unlimited 6 months 3 months

R Matisons Woodside Energy Ltd Unlimited 12 months 6 months

M O’Neill Woodside Energy Ltd Unlimited 6 months 3 months

1. Termination provisions – Woodside may choose to terminate the contract immediately by making a payment in lieu of notice equal to the ﬁxed remuneration the executive would have received

during the ‘Company Notice Period’. In the event of termination for serious misconduct or other nominated circumstances, executives are not entitled to this termination payment. Any payments

made in the event of a termination of an executive contract will be consistent with the Corporations Act 2001.

2. On termination of employment, executives will be entitled to the payment of any ﬁxed remuneration calculated up to the termination date, any leave entitlement accrued at the termination date

and any payment or award permitted under the EIP and Equity Award Rules. Executives are restrained from certain activities for speciﬁed periods after termination of their employment in order

to protect Woodside’s interests.