58 Directors’  Report 2011 The CEO (a) death; (b) total and permanent disablement; (c) termination of his employment by AGL without cause  (either with or without notice); (d) termination of his employment with AGL by Mr Fraser giving  three months’ notice after the occurrence of a fundamental  change (on the basis provided for in Mr Fraser’s employment  contract); (e) redundancy; (f) retirement; or (g) cessation of his employment with AGL in such other  circumstances as the Board in its absolute discretion may  determine. > without notice in the event of any act which detrimentally  affects AGL (such as dishonesty, fraud or serious or wilful  misconduct in the discharge of his duties or unremedied,  persistent, wilful or material breaches of the terms of his Service  Agreement). > if he is terminated as a result of redundancy or total or  permanent disablement, a pro rata STI based on 100% of his  STI opportunity. (a) death; (b) total and permanent disablement; (c) termination of his employment by AGL without cause (either  with or without notice); (d) termination of his employment with AGL by Mr Fraser giving  three months’ notice after the occurrence of a fundamental  change (on the basis provided for in Mr Fraser’s employment  contract); (e) redundancy; (f) retirement; or (g) cessation of his employment with AGL in such other  circumstances as the Board in its absolute discretion may  determine. Otherwise the deferred STI component is forfeited. The circumstances in which all unvested SPRs granted to Mr Fraser  under the old LTIP will vest (subject to the relevant performance  conditions being met at the time of cessation of employment or  waived by the Board under exceptional circumstances), and the  positive balances of SPRs banked to Mr Fraser’s notional SPR bank  accounts under the new LTIP will vest, are as follows: If Mr Fraser terminates his employment with AGL due to retirement  or a Fundamental Change, a pro rata STI payment will be made  based on 100% of his STI opportunity. > if he is terminated as a result of unsatisfactory performance, a  pro rata STI based on 50% of his STI opportunity Any deferred STI component is payable in the following  circumstances: One half of any STI will be paid in cash in September 2011, with  payment of the balance deferred for 12 months. Any STI will be determined in accordance with the STI Plan rules  and is subject to the satisfactory completion by Mr Fraser of his  performance objectives which relate to financial, customers, people  management and strategic objectives. Mr Fraser is eligible to receive a maximum STI payment for the year  ending 30 June 2012 of $2,080,000. Under no circumstances can Mr Fraser’s TFR be reduced without  his written consent. Short-Term Incentive Total Fixed Remuneration Remuneration Mr Fraser may terminate his appointment: or If Mr Fraser’s appointment is terminated by either party giving a  period of notice, AGL may at any time before the end of that period  of notice pay Mr Fraser an amount equal to that proportion of his  TFR at the time which corresponds to the period of notice which  has been forgone. During each year of the term of his appointment, the Board  commissions an independent review of his TFR for the following  year and decides whether to increase it, taking into account such  matters as external market relativities. The details of the market  remuneration information considered is described in Section 2 of  this report. Mr Fraser’s TFR, effective 1 September 2011, is $2,080,000  a year. Mr Fraser’s remuneration consists of the components set out  below. All unvested SPRs under the old LTIP or banked SPRs under the new  LTIP will lapse if Mr Fraser ceases employment with AGL for any  other reason. > by giving AGL 12 months’ notice in writing at any time; > by giving AGL three months’ notice in writing if he ceases to hold  the most senior management role within AGL or ceases to report  directly to the Board, or if the scope of his responsibilities or  authorities is materially diminished (Fundamental Change). This  right of termination must be exercised within six months after  the Fundamental Change occurs. If Mr Fraser’s appointment is terminated by AGL with 12 months’  notice before the date on which AGL pays STIs in respect of a  financial year, Mr Fraser is eligible to be paid a STI in respect of that  financial year as follows: Termination conditions Terms of appointment Details of Mr Fraser’s appointment and the terms of his Service  Agreement are set out below. Mr Fraser was appointed Managing Director and CEO of AGL on  22 October 2007. His Service Agreement is open ended, with his  appointment as Managing Director and CEO continuing until it is  terminated. AGL may terminate Mr Fraser’s appointment: or > by giving him 12 months’ notice in writing at any time;