122 Note 49 – Share-based payment plans (continued) AGL Share Purchase Plan Consolidated  Notes to the  Financial  Statements AGL Long-Term Incentive Plan The AGL Energy Limited Board of Directors approved the AGL Share Purchase Plan (SPP) on 5 October 2006. Under the SPP, the Board may  in its discretion, from time to time invite any eligible employees to acquire fully-paid ordinary shares in AGL with funds provided in lieu of  remuneration they would have received. The Directors of AGL may also participate in the SPP. The total amount that can be allocated to the  purchase of shares under the SPP in any financial year commencing on or after 1 July 2009 is $5,000. Eligible employees include full-time  or permanent part-time employees of entities in the consolidated entity who have attained the age of 18 years. Employees who are  resident overseas can only participate at the Board’s discretion. The trustee of the SPP applies amounts contributed by entities in the consolidated entity in lieu of remuneration entitlements which eligible  employees or Directors would otherwise have received in purchasing shares on behalf of participating employees or Directors in the  ordinary course of trading on the ASX; or subscribing for shares on behalf of the participating employees or Directors. All shares acquired  by the trustee are acquired at the market value of the shares. Market value means in relation to a subscription for shares, the weighted average of the prices at which AGL’s ordinary shares are traded on  the ASX during the five business days up to and including the day on which the subscription occurs. Market value in relation to a purchase of  shares means the price at which the shares are actually acquired in the ordinary course of trading on the ASX. SPP shares may not be disposed before the earlier of seven years after the date of acquisition (or, in the case of SPP shares acquired on or  before 31 May 2010, 10 years), the date on which the participating employee ceases to be employed by the consolidated entity, and the  Board or the trustee determines that the shares should be freed from this restriction following the written request of the participating  employee. During this period, the trustee is entitled to retain custody of share certificates or holding statements in respect of the SPP  shares and to implement procedures to prevent any dealing with those shares. SPP shares rank pari passu in all respects with all other shares and carry the same rights and entitlements, including dividend and voting  rights, as those conferred by other shares. Details of share movements in the AGL Share Purchase Plan during the year are set out below: At the reporting date, there were two non-executive Directors (2011: two) and 201 employees including the Managing Director (2011:  190) participating in the SPP. All shares were purchased on-market and the fair value per share is market value (as defined above). No expense is recognised in the income statement in relation to shares purchased under the SPP as they are acquired out of salary  sacrificed remuneration. The AGL Energy Limited Board of Directors approved the AGL Long-Term Incentive Plan (LTIP) on 5 October 2006 and was amended by  the Board on 19 August 2009. The LTIP is an integral part of AGL’s remuneration policy. It is designed to generate long-term value for  shareholders by linking the performance of AGL executives with the achievement of specific business and strategic goals. Under the LTIP, participants are granted Share Performance Rights (SPRs), which vest over time if specific applicable hurdles are met. A SPR  is an entitlement to one fully-paid ordinary share in AGL. On vesting, SPRs are exercised and converted to fully-paid ordinary shares in AGL.  SPRs do not carry dividend or voting rights. SPRs participate in bonus issues, rights issues and reconstructions and reorganisations of the  capital of AGL in the same manner as AGL ordinary shares. Participants are restricted from entering into any derivative or other financial product in relation to the SPRs to protect against an economic  exposure to price movements in AGL shares. LTIP allocations are determined, based on market practice, so that AGL remains competitive in remuneration against its comparator group.  If a participant ceases employment before the expiry of the vesting period as a result of total and permanent disablement, redundancy,  retirement, death or any other exceptional circumstances determined by the Board from time to time, any positive balance of SPRs in a  participant’s bank account will vest or any negative balance is eliminated. Share movements Balance at beginning of the year Number Purchased during the year Number Fair value per share  $ Distributed during the year Number Balance at end of the year  Number 2012 Non-executive Directors 26,709  352  $14.20 –  27,061  Managing Director and Chief Executive Officer 169,300  –  –  –  169,300  Employees 118,385  96,140  $15.35 (90,014) 124,511  314,394  96,492  (90,014) 320,872  2011 Non-executive Directors 82,675  303  $14.81 (56,269) 26,709  Managing Director and Chief Executive Officer 169,300  –  –  –  169,300  Employees 105,549  100,948  $15.33 (88,112) 118,385  357,524  101,251  (144,381) 314,394