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DOWNER EDI LIMITED — Remuneration Information 2008
Feb 13, 2008
64784_rns_2008-02-13_2f2b607f-9c99-4535-b034-d311b18ad9d4.pdf
Remuneration Information
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Company Announcements Platform
Australian Securities Exchange and New Zealand Stock Exchange
Thursday, 14 February 2008
Downer EDI CEO Contract Details
Downer EDI today released the details of new CEO Geoff Knox’s employment agreement.
Mr Knox's remuneration arrangements are established in an executive employment agreement, which also contains the terms and conditions of Mr Knox's employment as well as the duties and obligations of Mr Knox as CEO of Downer EDI Limited ( Downer EDI ).
Mr Knox's employment contract is a continuing contract with no fixed term, although his employment may end in the event of certain occurrences. Mr Knox may also resign by giving 12 months written notice.
Mr Knox's remuneration comprises fixed and variable components. They have been determined in accordance with the ASX Corporate Governance Council's Governance Principles and Recommendations 2007; industry best practice; and the advice of independent remuneration consultants.
Mr Knox's fixed component is made up of base salary of $2,000,000 which is inclusive of compulsory superannuation contributions by Downer EDI.
The variable component of Mr Knox’s remuneration comprises short term and long term incentives.
Long term incentives will be in the form of a grant of restricted shares in Downer EDI. In the next trading window after the Company’s half year results release, Downer EDI will arrange for the purchase of 1,600,000 Downer EDI shares (to be administered through Downer EDI's Tax Deferred Employee Share Plan) for the potential benefit of Mr Knox.
The restricted shares will only vest on the occurrence of two specified events.
T 61 2 9251 9899 F 61 2 9251 1987 W www.downeredi.com E [email protected]
Level 3, 190 George Street Sydney NSW 2000 PO Box N692 Grosvenor Place NSW 1220
Downer EDI Limited ACN 003 872 848
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Downer EDI CEO Contract Details continued
Firstly the restricted shares must meet a set hurdle price which has been specified in Mr Knox's employment agreement, and secondly Mr Knox must have continued his employment with Downer EDI for a specified time.
The following table sets out these hurdles:
| "A"Issue date and number of sharesto be issued (ie first condition) | "B"Hurdle share price forissuance of shares (iefirst condition) | "C"Vesting date and number ofshares to vest (ie secondcondition, subject to theissuance of shares) |
|---|---|---|
| 31 December 2007 – 400,000shares | $5.00* | 31 December 2008 – 200,000shares31 December 2009 – 200,000shares |
| 31 December 2008 – 400,000shares | $7.00 | 31 December 2009 – 200,000shares31 December 2010 – 200,000shares |
| 31 December 2009 – 400,000shares | $10.00 | 31 December 2010 – 200,000shares31 December 2011 – 200,000shares |
| 31 December 2010 – 400,000shares | $12.50 | 31 December 2011 – 200,000shares31 December 2012 – 200,000shares |
*Vested immediately as component of sign-on bonus.
Short term incentives will consist of an annual cash bonus which is capped at a maximum for each calendar year to 150% of the total remuneration paid.
Up to 50% of the total maximum STI is linked to the achievement of EPS growth hurdles as follows:
T 61 2 9251 9899 F 61 2 9251 1987 W www.downeredi.com E [email protected]
Level 3, 190 George Street Sydney NSW 2000 PO Box N692 Grosvenor Place NSW 1220
Downer EDI Limited ACN 003 872 848
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Downer EDI CEO Contract Details continued
| EPS Growth | %age of STI to be paid against EPSHurdles |
|---|---|
| <4% | Zero |
| 4%- 8% | Prorated from 0 – 25% |
| 8% - 12% | Prorated from 25% - 50% |
The balance of the STI will depend on the achievement of a range of non-financial performance measures set by the Board.
Mr Knox received a sign-on bonus comprising the shares as set out above and a payment of $375,000 Gross.
Downer EDI Limited (www.downeredi.com) provides comprehensive engineering and infrastructure management services to the public and private transport, energy, communications and resources sectors across Australia, New Zealand, Asia Pacific and into the United Kingdom.
Brands of Downer EDI and its primary business divisions:
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Contacts:
Media: Geoff Fowlstone, Principal, Fowlstone Communications (02) 99559899 or 0413746949 Investor Relations: Ross Moffat, GM - Investor Relations, (02) 9240 9042 or 0412 256 224
Level 3, 190 George Street T 61 2 9251 9899 Sydney NSW 2000 F 61 2 9251 1987 PO Box N692 W www.downeredi.com Grosvenor Place NSW 1220 E [email protected]
Downer EDI Limited ACN 003 872 848