Employee Security Plan

Exhibit 10.47

Centro Properties Group

Employee Security Plan

Prime Retail Property Trust
(to be renamed Centro Property Trust)
ARSN 091 043 793

Prime Property Management Limited
(to be renamed Centro Properties Limited)
ABN 45 078 590 682

TABLE OF CONTENTS

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Employee Security Plan — Rules
Adopted on 17 September 2004 at the Prime Retail Group Annual General Meeting

R   E   C   I   T   A   L   S

A.             This plan relates to Shares and Units that have been linked together so that the Shares may not be dealt with without a Unit (and vice versa).  Stapled securities will be allotted to employees or purchased by employees as determined by the Board.

B.             The stapled securities will be funded by an interest free loan from the Company for 100% of the issue or purchase price of the stapled securities.

C.             The Company wishes to establish a plan to be known as the Centro Properties Group Employee Security Plan to assist in the retention and motivation of employees of the Group.

D.             The Trustee has approved this Plan.

E.              The rules of the Loan Scheme are set out in the Schedule to these Rules.

These Rules provide

1.              Meaning of words and interpretation

1.1           Meaning of words

In these Rules:

Acceptance Date means the last date for receipt of applications to participate in the Plan as specified in the Application Form.

Account of a Participating Employee means an account referred to in rule 6.

Application Form  means an application to participate in the Plan in the form determined by the Board from time to time.

Auditor means any person registered as an auditor under the Corporations Act 2001 (Cth).

ASX means Australian Stock Exchange Limited.

Board means all or some of the Directors acting as a board of the Company.

Bonus Share means the shares in respect of the Shares issued as part of a bonus issue to shareholders of the Company.

Bonus Unit means the units in the Trust issued as part of a bonus issue to Unit Holders of the Trust.

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Cash Distribution means a distribution from the Trust.

Cash Dividend means a dividend declared or paid with respect to Shares which is payable wholly in cash or, in the case of a dividend declared or paid with respect to Shares which is payable only partly in cash, that part of the dividend which is payable in cash.

Company means Prime Property Management Limited (ABN 45 078 590 682).

Director means a director of the Company.

Eligible Employee means:

(a)            a person who has been in the permanent full employment of an entity (including a trust) which is in the Group for a period of at least 12 months before an invitation is made under this Plan; and

(b)            person who has not been in the permanent full employment of a body corporate which is in the Group for a period of at least 12 months before an invitation is made under this Plan but who the Directors deem to be an Eligible Employee for the purposes of these Rules,

and includes a director of a body corporate in the Group who holds on a permanent full time basis salaried employment in a body corporate which is in the Group.

Employee means an employee of an entity (including a trust) which is in the Group (including a director of a body corporate in the Group who holds on a permanent full time basis salaried employment in a body corporate which is in the Group).

Employee Entity means:

(a)            a corporation that is directly or indirectly owned or controlled by an Eligible Employee or his family; or

(b)            a natural person or corporation who is to hold the Securities for the benefit of an Eligible Employee or his family.

Group means the Company and each body corporate that is a subsidiary of the Company under Division 6 of Part 1.2 of the Corporations Act 2001 (Cth), and the Trust and any entity controlled by the Trust or a company in the Group.

Listing Rules  means the Listing Rules of ASX.

Loan means a loan made by the Company under the Loan Scheme.

Loan Scheme means the Company’s Employee Security Plan – Loan Scheme set out in the Schedule.

Loan Scheme Participating Employee means a Participating Employee to whom a Loan has been made by the Company under the Loan Scheme.

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Loan Scheme Rules  means the rules of the Loan Scheme as amended from time to time.

Loan Security means:

(a)            a Security acquired directly or indirectly with the proceeds of a Loan; and

(b)            a Bonus Share or Bonus Unit deemed to be a Loan Security by virtue of rule 4.3(c).

Participating Employee means:

(a)            an Employee who participates in the Plan; or

(b)            an Employee who has been invited and has applied to participate in the Plan but has elected under rule 3.4(b) to have Securities offered to the Employee acquired by the Employee Entity, or

(c)            and where the context requires, any Employee Entity which participates in the Plan.

Plan means the Prime Employee Security Plan as established by these rules.

Related Loan means in relation to a Loan Security, the Loan which directly or indirectly funded the acquisition of the Loan Security or the Loan which directly or indirectly funded the Loan Security in respect of which the Bonus Share and Bonus Unit was issued or deemed to be issued.

Restricted Security means a Security which the Participating Employee may not deal with until the conditions of rule 0 are satisfied.

Rights means any rights to acquire:

(a)            shares or other securities issued or to be issued by the Company; or

(b)            Units or other securities issued or to be issued by the Trust.

Security means a Share and a Unit which are linked together and registered in the name of the holder.

Share means an ordinary share in the capital of the Company.

Tax Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth).

Trust means the Prime Retail Property Trust ARSN 091 043 793 (to be renamed Centro Property Trust).

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Trust Deed means the constitution of the Trust created by deed dated 20 January 1984 between James Aloysius Harris and Micram Pty Limited as amended from time to time.

Trustee means the trustee from time to time of the Trust.

Unit means an undivided share in the beneficial interest in the Trust as provided in the Trust Deed.

Unit Holder means a person registered as holding a Unit in the Trust.

Unrestricted Security means a security that is not a Restricted Security.

1.2            Interpretation

In this deed, unless the context requires a different interpretation:

(a)            headings and words in bold type are for convenience only and do not affect the interpretation of this deed;

(b)            the singular includes the plural and the plural includes the singular;

(c)            words of one gender include any gender;

(d)            an expression implying a natural person includes any corporation or other body corporate, partnership, joint venture, association and any governmental or semi-governmental agency;

(e)            a reference to a clause or schedule is a reference to a clause of, and a schedule to, this deed and a reference to this deed includes any schedule;

(f)             a reference to a statute or regulation includes all statutes and regulations amending, consolidating or replacing them, and all regulations, proclamations, ordinances and by-laws issued under that statute;

(g)           a reference to a document includes an amendment or supplement to, or replacement or novation of, that document; and

(h)            a reference to cash includes cheque and bank cheque.

2.              Maximum number of Securities issued under the Plan

(a)            Shares must not be issued under this Plan, if immediately following the proposed issue either:

(1)          the number of Shares proposed to be issued; plus

(2)          the number of Shares issued under the Plan in the period of 5 years preceding the time of the proposed issue of Shares under this Plan; plus

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(3)          the number of Shares issued under every other employee incentive scheme of the Company in the period of 5 years preceding the time of the proposed issue of Shares under this Plan;

would exceed 5% of the number of Shares in the issued capital of the Company immediately following the proposed issue; or

(b)            Units must not be issued under this Plan, if immediately following the proposed issue either:

(1)          the number of Units proposed to be issued; plus

(2)          the number of Units issued under the Plan in the period of 5 years preceding the time of the proposed issue of Units under this Plan; plus

(3)          the number of Units issued under every other employee incentive scheme of the Company in the period of 5 years preceding the time of the proposed issue of Units under this Plan;

would exceed 5% of the number of issued Units of the Trust immediately following the proposed issue.

3.                                       Acquisition and allotment of Securities

3.1           Invitation to Participate

The Board may, in its absolute discretion, and subject to any approvals of shareholders of the Company or approvals of Unit Holders of the Trust required by law or the Listing Rules and any necessary consent of the Trustee in respect of the issue or transfer of Units, at intervals determined by the Board, invite any Eligible Employee to participate in the Plan.

3.2                                Number and price of Securities offered

(a)            The Board must determine the number of Securities offered to an Eligible Employee and the price per Security.

(b)            The price per Security will be the prevailing market price of the Security.

(c)            Subject to the requirements of law and the Trust Deed, the Board may divide the price of a Security between the Share and the Unit comprising the Security as the Board may, in its absolute discretion, determine.

(d)            Different numbers of Securities may be offered to different Eligible Employees.

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3.3          Application for Loan

The Board may at the time the Eligible Employee is invited to participate in the Plan invite the Eligible Employee to apply for a Loan, for the purpose of acquiring the Securities being offered.

3.4          Applications to participate

(a)            To participate in the Plan, a Participating Employee must:

(1)          send a copy of an Application Form which complies with the terms of the invitation made by the Board under clause 3.1 to the Company; and

(2)          subscribe for or purchase (as the Board thinks fit) in the name of the Participating Employee the whole of the nominated number of Securities and this instruction must be forwarded to the Company prior to the Acceptance Date.

(b)            A Participating Employee may elect that Securities offered to the Participating Employee be issued to his Employee Entity and submit an Application Form in the name of the Employee Entity if:

(1)          the Board so agrees;

(2)          the Employee Entity agrees in writing (in a form acceptable to the Board) to be bound by the terms of these Rules and the Loan Scheme Rules as if, the Employee Entity were the Participating Employee insofar as those Rules purport to affect Securities or Loan Securities or the rights attaching thereto by, for example:

(A)          providing that Cash Dividends and Cash Distributions may be applied in repayment of a Related Loan,

(B)          restricting the right of the holder of the Securities to sell, encumber or otherwise deal with the Loan Securities,

(C)          prescribing the circumstances in which the Loan Securities must be sold, or

(D)          restricting the rights that attach to the Loan Securities;

(3)          the proceeds of any Related Loan given to the Participating Employee is to be used to acquire the Loan Securities;

(4)          the Employee Entity furnishes the Company with a charge over the Loan Securities to secure the Related Loan in a registrable form and otherwise in a form acceptable to the Board;

(5)          the Employee Entity agrees in writing (in a form acceptable to the Board) to be bound by any additional terms considered appropriate by the Board;

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(6)          the Employee Entity bears all costs associated with the transaction including stamp duty payable on the charge referred to in paragraph (4); and

(7)          the Participating Employee undertakes to ensure that his Employee Entity complies with the rules of this Plan.

(c)            The instructions to the Company must be in such form as may be determined by the Board from time to time but must include a confirmation that the Participating Employee agrees to be bound by the terms of these rules, any additional terms considered appropriate by the Board, the constitution of the Company, the Trust Deed and, if the Participating Employee is invited and elects to participate in the Loan Scheme, the Loan Scheme Rules.

3.5          Issue terms

Securities must be acquired on the terms of these rules and the Trust Deed and such additional terms as the Board considers appropriate (not being inconsistent with these rules) and each Participating Employee will be taken to have agreed to be bound by:

(a)            these rules;

(b)            any additional terms imposed either under this rule;

(c)            the constitution of the Company;

(d)            the Trust Deed; and

(e)            if the Participating Employee has been invited and elected to participate in the Loan Scheme, the Loan Scheme Rules,

on acceptance of any offer of Securities under the Plan.

3.6          Separate record of Loan

The Company will maintain a record of which Securities have been paid for out of the proceeds of a Loan and those Securities must be maintained as a separate holding until the relevant Loan has been repaid.

4.           Rights attaching to Securities

4.1           Cash Dividends

(a)            Subject to the terms of these rules, a Participating Employee is entitled to receive all Cash Dividends paid on the Shares.

(b)            Without otherwise limiting its discretion, the Board may make it a term of an invitation to participate in the Plan that, in respect of a Share paid for out of the proceeds of a Loan, a proportion of each Cash Dividend paid on that Share be applied in repayment of one or more Loans.  The proportion specified as a term of the invitation to participate in the Plan may

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vary, may be determined from time to time by the Board and may be 100%.  Until the Board determines otherwise, the amount of the Cash Dividend to be applied in repayment of one or more Loans is:

(1)          the amount of the Cash Dividend,

LESS

(2)          an amount equal to the income tax payable on the Cash Dividend (grossed up to include any attached imputation credit, at the maximum individual marginal tax rate at the time the Cash Dividend is paid plus the Medicare levy at that time) MINUS any franking rebate being the amount of the imputation credit referable to the Cash Dividend.

(c)            The Company must, if so directed by a Participating Employee, apply a proportion of each Cash Dividend in repayment of the Loan.

4.2          Cash Distributions

(a)            Subject to the terms of these rules, a Participating Employee is entitled to receive all Cash Distributions paid on the Units.

(b)            Without otherwise limiting its discretion, the Board may make it a term of an invitation to participate in the Plan that, in respect of a Unit paid for out of the proceeds of a Loan, a proportion of each Cash Distribution paid on that Unit be applied in repayment of one or more Loans.  The proportion specified as a term of the invitation to participate in the Plan may vary, may be determined from time to time by the Board and may be 100%.  Until the Board determines otherwise, the amount of the Cash Distribution to be applied in repayment of one or more Loans is:

(1)          the amount of the Cash Distribution

LESS

(2)          an amount equal to the income tax payable on the Cash Distribution calculated at the maximum individual tax rate at the time the Cash Distribution is paid plus the Medicare levy at that time.

(c)            The Company must, if so directed by a Participating Employee, apply a proportion of each Cash Distribution in repayment of the Loan.

4.3          Bonus Shares and Bonus Units

(a)            Each Share issued under the Plan confers on the holder the same right to participate in bonus issues by the Board as that conferred by each other Share.

(b)            Subject to the Trust Deed, each Unit issued under the Plan confers on the holder the same right to participate in Bonus Units as that conferred by each other Unit.

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(c)            Upon allotment to the Participating Employee:

(1)            Bonus Shares and Bonus Units are deemed to be Securities for the purposes of these rules; and

(2)            Bonus Shares and Bonus Units issued in respect of Loan Securities are deemed to be Loan Securities for the purposes of these rules.

4.4           Rights

(a)            The Company will send a notice to a Participating Employee of any Rights which accrue to Securities.

(b)            Subject to rule 4.4(e), within 7 days of receiving the notice referred to in rule 4.4(a), the Participating Employee may provide the Company with either:

(1)            written instructions in the form (if any) prescribed by the Company to sell some or all of the Rights to the extent permitted by law; or

(A)           written instructions in the form (if any) prescribed by the Company to acquire, in the name of the Participating Employee, to the extent permitted by law, some or all of the Securities to which the Rights relate; and

(B)            payment of an amount equal to the cost of accepting the Rights entitlement plus, if the Board so requires, such additional amount as the Board estimates (and notifies to the Participating Employee) to be the cost of transferring, issuing or the Securities to the Participating Employee.

(c)            If the Participating Employee does not give a notice under rule 4.4(b), the Board is entitled to sell the Rights on behalf of the Participating Employee.

(d)            Subject to rule 4.4(e), if the Board sells the Rights in accordance with rule 4.4(a) or rule 4.4(c), the Board must distribute the proceeds of the sale (after deduction of the costs of sale incurred by the Board) to the Participating Employee.

(e)            If the Securities to which the Rights accrued were Loan Securities and an amount remains outstanding on a Related Loan, the Participating Employee irrevocably directs the Board to sell the Rights and pay the proceeds of the sale of Rights to the Company and the Company agrees to apply those proceeds in reduction of that Loan.

4.5          Voting Rights

The Participating Employee’s voting entitlements are as provided for in respect to the Shares, in the Articles of Association of the Company, and, in respect of the Units, in the Trust Deed.

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5.              Restriction on transfer and cessation of employment

5.1          No sale or dealing

Subject to rules 5.4(a), 5.4(b) and 5.4(b)(2), a Participating Employee who acquires Securities under this Plan must not sell, encumber or otherwise deal with those Securities unless:

(a)            the Loan is fully repaid; and

(b)            all other conditions on the selling, encumbering or otherwise dealing with the Securities contained in these rules and the Trust Deed have been complied with.

5.2          No transfer

Subject to rules 5.4(a) and 5.4(b):

(a)            the Company must not register or permit the share registry to register a transfer of Shares acquired under this the Plan until rule 5.1 is satisfied with respect to those Shares; and

(b)            the Trustee must not register or permit the unit registry to register a transfer of Units acquired under this Plan until both conditions in rules 5.1 are satisfied.

5.3          Notification of period of restriction

The Company must upon request notify each Participating Employee to whom Securities are acquired under the Plan of the earliest date the Participating Employee may sell, encumber or otherwise deal with those Securities.

5.4          Cessation of Employment

(a)            Subject to rules 5.7(a) and 5.7(b), if a Participating Employee ceases for any reason to be an Employee of the Group (“Relevant Person”) then, unless otherwise indicated in the invitation to participate in the Plan, rule 5.5 applies to those Securities.

(b)            The Relevant Person irrevocably authorises the Company when he ceases to be an Employee to, in the Company’s absolute discretion:

(1)            sell the Securities on the market and to apply the proceeds on behalf of the Participating Employee as follows:

(A)           first in p