Information on CEO Appointment

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Civil contractor Brierty Limited (ASX: BYL) is pleased to confirm that recently appointed Chief Executive Officer Stuart Crofts will take up his new position on 17 November 2008.

Mr Crofts' appointment was announced on 16 September 2008 and he has since been completing duties in his previous role as Executive General Manager of United Group Resources, a division of United Group.

Further to the announcement on Mr Crofts' appointment and the Company's recently released notice of Annual General Meeting, set out below are details of Mr Crofts' options incentive package.

At the AGM Brierty will seek shareholder approval for the purpose of Listing Rule 7.4, for the issue of options to Mr Crofts in accordance with his employment contract.

50% of those options (that is, 2,500,000 options) will become capable of exercise by Mr Crofts subject to the achievement of key performance indicator (KPI) based performance hurdles. The options comprise three tranches, as follows:

  • Up to 1,000,000 options (subject to achievement of KPIs in respect of the financial year to 30 June 2009) become capable of exercise from 31 August 2011 (at an exercise price of $0.45 per option);
  • Up to 1,000,000 options (subject to achievement of KPIs in respect of the financial year to 30 June 2010) become capable of exercise from 31 August 2012 (at an exercise price of $0.60 per option); and
  • Up to 500,000 options (subject to achievement of KPIs in respect of the financial year to 30 June 2011) become capable of exercise from 15 July 2013 (at an exercise price of $0.75 per option).

To date, KPIs for Mr Crofts have been determined for the period to 30 June 2009. In accordance with Mr Crofts' employment agreements, Brierty will review and amend these for each subsequent 12 month period (by 31 August of each year following the release of trading results to ASX). The initial KPIs (for the period to 30 June 2009) and their means of assessment are as follows:

 

Key Performance Indicators

Measured By

Weighting

1.

To have an effective working relationship with the Board of the Company.

360 review

5%

2.

To have an effective working relationship with the Chairman of the Board of the Company.

360 review

5%

3.

To achieve a stated NPAT (which has been determined by the Board) for the year ended 30 June 2009.

Financial Performance

50%

4.

To undertake a complete review of the organisational structure of the Company and make recommendations to the Board within three months of commencement of employment.

Program reported to the Board within three months

5%

5.

To effect a smooth transition as the CEO from Alan Brierty.

360 review

5%

6.

To conduct a 360 review of the CEO and executive of the Company prior to 30 June 2009.

360 review conducted by 30 June 2009

5%

7.

To effectively manage safety, staff retention, staff absenteeism and implement a professional development programme for the executive group of the Company and consider succession planning.

Safety improvement program reported to the Board within four months

5%

8.

To prepare a strategic plan for the Company for the next three years by 30 June 2009 for submission to the Board.

Strategic plan reported to and endorsed by the Board by 30 June 2009

10%

9.

To engage in effective Investor/Shareholder relations.

Written broker feedback

5%

10.

To ensure that the Company, at all times, adheres to all compliance matters with ASIC, ASX and other governing bodies.

100% compliance achieved

5%

 Where KPIs are subject to subjective determination on the part of the Company, they will be determined by the Chair and Deputy Chair (whose ratings shall be taken to be final).

Performance against these KPIs will be assessed (in respect of each relevant period) on a rating scale between 1 and 5 which will determine the number of options that become capable of exercise. If the overall KPI assessment (for each relevant period) is a rating of 1 or 2, then 0% of the options in the relevant tranche will become capable of exercise. If the overall KPI assessment is a rating of 3,4 or 5, then 60%, 80% or 100% (respectively) of the options in that tranche will become capable of exercise.

These KPIs (or, where relevant, KPIs developed in respect of subsequent years) will also apply in relation to any short term bonus that may become payable to Mr Crofts (as referred to in the announcement of 16 September 2008).

Employee Incentive Option Scheme

In its recently released notice of annual general meeting, Brierty set out a summary of the terms of its proposed incentive option scheme.

For the purpose of clarity, Brierty confirms that its option scheme also contains the usual provision (as required by Listing Rule 6.16) which provides for the rights of an option holder to be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.