Page 14 of 80  Cardno Limited and its Controlled Entities for the year ended 30 June 2010  Employment Agreements  Non-executive Directors  The Non-executive Directors of Cardno Limited are entitled to a fee that is determined by the Board on  commencement of the role and reviewed on an annual basis thereafter. The fee includes compulsory  superannuation contributions. Non-executive Directors do not participate in equity plans of the Company and  do not receive retirement benefits. Employment Agreements have been entered into with Executive Directors and Senior Executives. The  agreements contain remuneration, performance and confidentiality obligations on the part of both the  employer and the employee. The Executives covenant that during the term of employment and for at least  six months after termination they will not solicit any existing client or employee of the Company.  The respective measures for TSR and EPS are:  The award opportunities for the participants will be a percentage of the Executive Director’s base package as  at 1 July 2008 and be paid in cash:  Performance Level  Relative TSR  EPS Growth  Threshold 50$^{th}$ Percentile  3% per annum compound  Target 62.5$^{th}$ Percentile  5% per annum compound  Stretch 75$^{th}$ Percentile  15% per annum compound  Performance Level  Managing Director  Other Executive  Directors  Below threshold  0%  0%  Threshold 25% 12.5% Between threshold & target  Pro rata  Pro rata  Target 50% 25% Between target & stretch  Pro rata  Pro rata  Stretch & above  100%  50%  Directors’ Report 