American Home Shield 2008 Annual Report Download - page 150

Table of Contents
Mr. McMullen's base salary, target annual bonus and all other compensation are subject to approval each year by the Board.
Other Agreements
In addition to the agreements described above, we have entered into change in control severance agreements with Messrs. Martin, Brackett and Isakson.
These agreements are further described under "Potential Payments Upon Termination or Change in Control."
MSIP
There were no stock option awards to Named Executive Officers under the MSIP or other equity-based awards granted to Named Executive Officers in
2008. All stock options currently held by the Named Executive Officers, as shown below in the 2008 Outstanding Equity Awards at Fiscal Year-End Table
below, were granted under the MSIP in 2007. The MSIP and an Employee Stock Option Agreement govern each option award and provide, among other
things, that the options vest in equal installments over the first four years of the ten-year option term. Prior to the exercise of an option, the holder has no
rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive dividends or dividend equivalents. See
"Potential Payments Upon Termination or Change of Control" for information regarding the cancellation or acceleration of vesting of stock options.
2008 Option Exercises and Stock Vested
No options were exercised by a Named Executive Officer in 2008, and no stock vested during 2008 as the Company does not have a plan that includes
restricted stock.
2008 Outstanding Equity Awards at Fiscal Year-End
Option Awards
Named Executive Officer
Award Type
Options
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)
Option
Expiration
Date
J. Patrick Spainhour Options 12/19/2007 325,000 975,000 $10.00 12/19/2017
Steven J. Martin Options 12/19/2007 68,750 206,250 $10.00 12/19/2017
Greerson G. McMullen Options 12/19/2007 47,500 142,500 $10.00 12/19/2017
Michael M. Isakson Options 12/19/2007 61,250 183,750 $10.00 12/19/2017
Thomas G. Brackett Options 12/19/2007 106,250 318,750 $10.00 12/19/2017
Dennis R. Sutton(2) Options 12/19/2007 0 0 $10.00 12/19/2017
Lisa V. Goettel(3) N/A N/A N/A N/A N/A N/A
Represents options to purchase shares of Holdings granted under the MSIP. Options become exercisable on the basis of passage of time and continued
employment over a four-year period, with 25% becoming exercisable on each of 12/19/08, 12/19/09, 12/19/10 and 12/19/11.
Mr. Sutton's options were forfeited at the time of his termination.
Ms. Goettel did not participate in the equity offering or receive any awards under the MSIP.
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