IOOF  | Annual Report 2012 The details of the current share options issued to Mr Kelaher under this plan are as follows: Year EPS target Number  granted Option  exercise  price  $ Grant  date Vesting  date Exercisable  from vesting  date until 2012 Compound growth of 10% per annum from  2011-12 to 2013-14 from a base point of 40  cents per share 150,000 $6.81 01 Jul 11 01 Jul 14 01 Jul 17 75,000 01 Jul 15 01 Jul 17 75,000 01 Jul 16 01 Jul 17 2011 Compound growth of 10% per annum from  2010-11 to 2012-13 from a base point of 34  cents per share 150,000 $6.93 23 Nov 10 23 Nov 13 23 Nov 16 75,000 23 Nov 14 23 Nov 16 75,000 23 Nov 15 23 Nov 16 2010 Compound growth of 10% per annum from  2010-11 to 2011-12 from a base point of 26  cents per share 158,312 $5.20 27 Nov 09 27 Nov 12 27 Nov 15 79,156 27 Nov 13 27 Nov 15 79,156 27 Nov 14 27 Nov 15 The Board has determined that, if there is a change of control, any unvested LTIs may vest subject to the approval of the Board. If the  Board so determines, any unvested performance rights and share options may become exercisable. Except where employment is terminated for serious misconduct, Mr Kelaher may be entitled to receive any LTIs that have vested as at  the date of termination. On cessation of employment, unvested LTIs will be dealt with as follows: 6.6 Change of control and cessation of employment Reason for termination Treatment of unvested LTIs Termination of employment by IOOF by notice The Board has discretion to waive the performance hurdles or determine that  the proportion (if any) of unvested LTIs that will vest Termination of employment by IOOF for cause Unvested performance rights and share options are forfeited Resignation by Mr Kelaher The Board has discretion to waive the performance hurdles or determine that  the proportion (if any) of unvested LTIs that will vest Dismissal for serious misconduct (eg fraud) Unvested performance rights and share options are forfeited 6.7 Remuneration for the year ended 30 June 2013 The Board, on the advice of the Remuneration Committee has increased the Managing Director’s fixed annual remuneration to  $1,122,700 for the financial year commencing 1 July 2012. The Managing Director’s Short Term Incentive (STI) opportunity for the year  to 30 June 2013 has also been increased to 90% of base remuneration from $870,000 to $1,010,430. The STI opportunity has been approved to increase to 100% of base remuneration for the year ended 30 June 2014. The STI terms will  be the same as for the year ended 30 June 2013, with specific performance hurdles relating to: the continuing growth of the business,  product development, achievement of management efficiencies, profitability and compliance, risk management and corporate  governance. The STI deferral arrangements remain unchanged with two thirds of the STI award to be paid in cash shortly after the  performance assessment has been completed at year end, and one third will be used to purchase company shares which will vest in  July 2013 after a “look back” review in June 2013.  Mr Kelaher has been provided with 250,000 performance rights for the year ended 30 June 2013 and will also receive the same for  the following financial year. Both series are subject to shareholder approval, the achievement of performance hurdles that will be set  out in the notice of annual general meeting for the 2012 Annual General Meeting and are conditional upon Mr Kelaher’s continued  employment. page 43