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the Board do not intend to grant any further options under the existing plan. the Board are of the view that the existing plan no longer represents an appropriate on- going long term incentive structure for the Company post the Ipo. 

## long-term incentive plan november 2010 

Shareholders approved a new long term incentive plan at the Company’s 2010 annual General Meeting based on the granting of nil cost performance rights. rights have been offered each year since the plan was approved. Vesting of the rights are dependent upon the Company achieving earnings per Share (epS) and /or relative tSr targets over a 2, 3 and 4 year performance period, with 50% of the value of rights allocated under each target. 

epS is measured on a compound annual growth basis and tSr is measured on a relative basis against similar sized australian and new Zealand listed retail organisations. performance measurement under either criterion is at the end of each applicable performance period with no ability to re-test. Fifty percent of the relevant portion of the award vests for achievement of targets and a further fifty percent vests for the achievement of aspirational targets. a sliding scale operates between target and aspirational performance levels. 

this long-term incentive is intended to focus performance on achievement of key long-term performance metrics. the selected performance measures provide an appropriate balance between relative and absolute Company performance. the Committee considers this plan will best support and facilitate the growth in shareholder value over the long term. 

rights were offered in 2010 to all executives. From 2011 onwards, the Committee has granted only executive Directors with nil cost performance rights that will require achievement of epS and relative tSr targets over the 2, 3 and 4 year periods. these grants are subject to shareholder approval. other executives and senior management personnel have been granted nil cost performance rights under this plan that are measured and will vest under the short term equity incentive framework. 

## non-executiVe directors’ fees 

the current aggregate limit for non-executive Directors’ fees is $a800,000 per annum with a base fee payable (including superannuation if applicable) to the Chairman of $a206,000 and to a non-executive Director currently of $a103,000 per annum. additionally a$10,000 per annum is paid for sub-committee attendances. the Managing Director and Finance Director do not receive Directors’ fees. the amounts approved for Directors’ fees are expressed in $a given the specific requirements for remuneration reporting applying to aSX listed companies, however all amounts reported in the tables within this 

report are specified in $nZ, being the reporting currency of the Company. 

It remains the Board’s intention that Directors’ fees will be reviewed annually, with external independent remuneration consultants providing advice to ensure fees reflect market rates. there are no guaranteed annual increases in any Director’s fees. 

non-executive Directors do not participate in the Company short or long term incentive schemes. 

the following fees apply per annum, including sub- committee attendance fees: 

<img src='content_image/179620.jpg'>

## B – details of remuneration 

the following executives along with the Directors were the key management personnel with the authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, during the financial year: 

peter halkett  – Chief executive officer 

mark todd – Chief Financial officer 

tamalin morton  – General Manager, Marketing 

michelle adams  – General Manager, product 

caleb nicolson  – General Manager, Supply Chain 

paul stern  – General Manager, Business Development and Sustainability 

Grant taylor  – Chief Information officer (from 30 august 2010) 

matthew watts – General Manager, retail australia (from 1 March 2012) 

Brandon Beveridge  – General Manager, retail new Zealand (from 1 March 2012) 

all of the above persons were employed by the Group and were key management personnel for the entire year ended 31 July 2012 and the year ended 31 July 2011, unless otherwise stated. peter Halkett, Mark todd, Michelle adams, Caleb nicolson, Grant taylor and Brandon Beveridge are employees of Kathmandu limited (new Zealand domiciled), and tamalin Morton, paul Stern and Matthew Watts, are employees of Kathmandu pty limited (australian domiciled). 

