The Deal Simon Moutter's Employment Package from Auckland International Airport

The deal – Simon Moutter's employment package from AucklandInternationalAirport:

SUMMARY OF KEY TERMS OF EMPLOYMENT BETWEEN SIMON MOUTTER AND AUCKLAND INTERNATIONAL AIRPORT LIMITED

The terms of Mr Moutter's employment with AucklandAirport, and in particular his remuneration package, have been agreed taking into account Mr Moutter's skills and experience, and market relativities.

Term

Mr Moutter is to be employed for an indefinite duration, subject to the termination provisions detailed below. Mr Moutter's employment with AucklandAirport will commence no later than 18 August 2008

Remuneration

Mr Moutter shall receive the following remuneration package:

a salary of $800,000 per annum, to be reviewed annually;

a short term incentive of up to $600,000 per annum (reviewed annually) to recognise excellent performance in relation to both financial and non-financial aspects of AucklandAirport's performance; and

Participation in a long term incentive plan, the key terms of which are discussed further below.

Under the long term incentive plan, AucklandAirport shall grant Mr Moutter three million phantom options upon commencement of his employment with AucklandAirport. The phantom options are not securities issued by AucklandAirport and no securities will be issued by AucklandAirport to Mr Moutter on the exercise of a phantom option. Instead, when phantom options are exercised by Mr Moutter in accordance with the terms of the long term incentive plan, AucklandAirport is required to pay a cash amount (less tax) to Mr Moutter in respect of the phantom options being exercised. The cash amount in respect of each phantom option being exercised will be equal to the closing price of AucklandAirport ordinary shares on the NZSX on the business day immediately preceding the exercise date minus the sum of $2.20 (which is the notional exercise price for the phantom options).

The phantom options are exercisable by Mr Moutter as follows:

Subject to the following paragraphs, Mr Moutter shall be entitled to exercise up to one million phantom options at any time after the date three years after his employment with Auckland Airport commences, up to a further one million phantom options at any time after the date four years after such commencement date, and up to a further one million phantom options at any time after the date five years after such commencement date.

Once they become exercisable, phantom options shall remain exercisable by Mr Moutter for a period of two years from the date they become exercisable. Any phantom options not exercised by this time shall automatically lapse.

Mr Moutter may not give an exercise notice in respect of any phantom option unless certain AucklandAirport total shareholder return targets have been achieved.

If Mr Moutter ceases to be employed by AucklandAirport in certain circumstances, some or all of the phantom options will lapse and cease to be capable of exercise by Mr Moutter. This is discussed further below.

Termination

Mr Moutter may resign at any time giving at least four months' notice. AucklandAirport may terminate Mr Moutter's employment with four months' notice.

If Mr Moutter's employment is terminated by AucklandAirport due to the redundancy of his position, he will receive a payment of 12 months' salary and pro rata payment of any short term incentive as redundancy compensation.

AucklandAirport may terminate Mr Moutter's employment if it considers that it has lost trust and confidence in Mr Moutter. In such a situation, Mr Moutter will receive a payment of 12 months' salary and pro rata payment of any short term incentive.

In addition to the above, if Mr Moutter's employment is terminated for reason of redundancy or loss of trust and confidence, he will continue to be able to exercise those phantom options which he has already become entitled to exercise at the relevant time. Mr Moutter will also immediately become entitled to exercise an additional number of phantom options. The number of additional phantom options which will become exercisable by Mr Moutter in such circumstances will be calculated on the basis of the proportion of time elapsed since the date of commencement of Mr Moutter's employment and the date on which Mr Moutter would have become entitled to exercise further phantom options, but for the earlier termination of his employment. If Mr Moutter's employment terminates for any other reason, he will remain entitled to exercise those phantom options which have already become exercisable, but all remaining options will lapse unless determined otherwise, in certain circumstances, by the committee of AucklandAirport directors established to administer the long term incentive plan.

If there is a fundamental change in the circumstances of Auckland Airport, such that Mr Moutter is no longer the most senior executive within the Auckland Airport Group, Mr Moutter may resign and shall receive nine months' salary and pro rata payment of any short term incentive as redundancy compensation. Mr Moutter has six months from the occurrence of the fundamental change in which to exercise this right.

AucklandAirport may also terminate Mr Moutter's employment without notice for serious misconduct.

Restraints

For a period of four months after ceasing employment with AucklandAirport, Mr Moutter may be restrained from being associated with any company acting in competition with AucklandAirport. This restraint of trade shall come into effect at AucklandAirport's election. If AucklandAirport elects to enforce this restraint of trade, it will pay Mr Moutter an additional four months' salary at the conclusion of his employment with AucklandAirport.

For a period of four months after ceasing employment with AucklandAirport, Mr Moutter shall be restrained from soliciting or otherwise dealing with AucklandAirport clients or customers, or soliciting AucklandAirport employees or contractors.