American Home Shield 2008 Annual Report Download - page 146
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Table of Contents
Post-Termination Compensation
The Company entered into an employment agreement with Mr. Spainhour which provides for certain payments surrounding his termination of
employment. This agreement was entered into to attract Mr. Spainhour to take the position of CEO. In addition, the Company made certain severance
commitments to Mr. McMullen at the time he was offered employment.
In 2001, the Company also entered into change in control severance agreements with Messrs. Martin, Brackett, Isakson, and Sutton and Ms. Goettel to
ensure their continued service, dedication, and objectivity in the event of a change in control or threatened change in control. Upon their departure from the
Company, Mr. Sutton and Ms. Goettel received severance payments, prorated bonus payments and continuation of certain employee benefits under their
change in control severance agreements. Each also received a gross-up payment in the event that any payment received related to terminations and the change
in control is subject to excise tax and interest and/or penalties related thereto.
2009 Compensation Update
Pursuant to our normal schedule, the Board would have considered salary increases for our executive officers in February of 2009. However, because of
the current uncertainty in the economy and in order to help position the Company to withstand the effects of any loss of revenue resulting from the current
economic downturn, the Company's executive committee, which includes all of the Named Executive Officers still employed by the Company, chose to
forego any salary increases in 2009. In addition, the annual bonus target percentage of salary for the Named Executive Officers still employed by the
Company remains at the same level as 2008 which is discussed in "2008 ABP Payments."
We are not currently considering any changes to our executive compensation strategy in reaction to current economic conditions. However, we will
continue to monitor economic conditions throughout 2009 and may make changes, if necessary, to compensation strategies in the future as a result of the
economy.
REPORT OF THE BOARD OF DIRECTORS
The Company's Board of Directors has reviewed the Compensation Discussion and Analysis and discussed it with management and, based on such
review and discussions, has recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
Kenneth Giuriceo
David Wasserman
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