Directors’ report – remuneration report (audited)
Table 11 - Steve MacDonald’s grant of TSIF Notional Securities and related vesting conditions
value per
First E xercise security Perform- V esting
N umber Gra nt E xercise Price a t 30 June a nce of    Performance
Tranche Gra nted    Date Date $ 2010 hurdles a wards conditions
A 166,667 15 Nov 2007 30 Jun 2010 Nil $Nil TSI Fund 20%# TSI Fund Return* > Benchmark
return Return by $350,000 (50%);
80% TSI Fund Return** > Benchmark
Return by > $1,750,000 (500%);
B 166,667 15 Nov 2007 30 Jun 2010 Nil $Nil TSI Fund 100% TSI Fund Market Capitalisation
market doubles from listing to
capitalisation 30 June 2010
# Pro- rata vesting will apply once the primary performance hurdle for Tranche A has been achieved.
* TSI Fund Return is the cumulative return of TSI Fund for financial years ending 2008, 2009 and 2010.
** Benchmark return is the average market capitalisation of TSI Fund over the last 20 trading days of the previous financial year multiplied by the average daily closing value of the
benchmark rate during the relevant financial year, plus the time weighted aggregate values of all new securities paid during the relevant financial year multiplied by a rate
equivalent to the average daily closing value of the benchmark rate.
The employee share ownership plan – The TranShare Plan (TranShare)
Since July 2005, the Company offered a general share purchase plan, available to all employees in its Australian and New Zealand subsidiary companies
and Australian joint ventures. Under TranShare, employees may acquire up to $1,000 worth of Transfield Services shares annually, and the Company
subsidises 10 per cent of the total cost of purchase. The shares are restricted and may not be traded by employees for three years from the date of
purchase. Employee shareholders participate in dividend distributions and have full voting rights equal with all other shareholders. Senior Executives were
eligible to participate in the Transhare and some did participate.The acquisition of shares under the Transhare Plan was suspended on 19 May 2009
following changes to equity plan taxation legislation and remains under review.
C8. Service agreements
The remuneration and other terms of employment for the MD/CEO and Senior Executives are formalised in Service Agreements. Each of these agreements
provide for the provision of performance‑related cash bonuses, other benefits including executive health management, householder insurance, salary
continuance insurance and participation, when eligible, in the Company’s LTI Plan (as discussed above).The material terms of the Service Agreements with
Senior Executives are set out below.
Table 12 – Summary of Service Agreements
T ermination benefit
(amount of annual
N otice period    salary) on early
required for termination by a
C ontinuous the employee the Compa ny, otherr estrictive
agreement to terminate than for gross covenant
Name Position commencing the contract m isconduct app lies of:
Dr Peter Goode Managing Director and Chief Executive Officer 30 March 2009 6 months 1 year 1 year
Larry Ames Chief Executive – Americas 4 January 2010 90 days 1 year 2 years
Matthew Irwin Chief Executive, Investments 13 December 2004 3 months 1 year 1 year
Elizabeth Hunter Chief Executive, Human Resources 20 August 2007 3 months 1 year 6 months
Bruce James Chief Executive, Australia and New Zealand 1 January 2008 3 months 1 year 6 months
Steve MacDonald Chief Executive Officer, Transfield Services 1 April 2007 6 months 1 year 1 year
Infrastructure Fund
Paul McCarthy Chief Executive, Operations 1 January 2008 3 months 1 year 6 months
Kate Munnings Chief Risk and Legal Officer / Company Secretary 1 January 2006 3 months 1 year 6 months
Tiernan O’Rourke Chief Financial Officer 11 January 2010 6 months 1 year 6 months
Joseph Sadatmehr Chief Executive, Strategic Relationships 1 July 2007 6 months 1 year 1 year
Philip Wratt Chief Executive, Middle East and Asia 11 January 2010 6 months 1 year 6 months
Nicholas Yates Chief Executive, Marketing and Business 14 September 2009 3 months 6 months 6 months
Directors’ report – remuneration report (audited)