American Home Shield 2008 Annual Report Download - page 154

Table of Contents
any compensation previously deferred under the DCP and any accrued and unpaid vacation pay;
a pro-rated ABP bonus through the date of termination based upon the target bonus amounts for the year in which the change in control occurs
or, if higher, the year in which the date of termination occurs;
a pro-rated CPP bonus through the date of termination based upon the target bonus amounts for the year in which the change in control occurs;
and
an amount equal to any unvested employer matching contributions under our 401(k) plan and nonqualified deferred compensation plan.
In addition to the payments described above, Mr. Spainhour would receive pursuant to his change in control severance agreement:
three times his highest annual base salary during the prior 12 months, and
three times his target annual bonus under the Annual Bonus Plan for the year in which the change in control occurs.
In addition to the payments described above, Messrs. Martin, Brackett and Isakson would receive pursuant to their change in control severance
agreements:
two times the executive's highest annual base salary in the 12 months prior to termination, and
two times the executive's target Annual Bonus Plan immediately prior to the change in control, or, if higher, for the year of the termination, and
medical and life insurance plan benefits for a two-year period following termination.
Other Severance Benefits for Named Executive Officers
Mr. McMullen's offer letter provides that Mr. McMullen will be eligible for severance in the event of his termination without cause. If the Company
were to terminate Mr. McMullen's employment without cause, he would receive an amount equal to one times his base salary, plus a prorated portion of his
bonus under the Annual Bonus Plan for the year in which his termination occurs.
LTIP
If an executive's employment is terminated by the Company without cause or by reason of the executive's death or disability, the executive is entitled to a
prorated payment under the LTIP, with the amount of the payment determined based on the achievement of the applicable pre-tax income and revenue goals
through the end of the month immediately prior to the date of termination.
MSIP
If an executive's employment is terminated by the Company with cause before there is a public offering of Holdings shares, all options (vested and
unvested) are immediately cancelled and Holdings and certain Equity Sponsors have the right to purchase shares owned by the executive at the lower of fair
market value or the original cost of the shares to the executive.
If an executive's employment terminates involuntarily without cause before there is a public offering of the shares, all unvested options immediately
terminate and Holdings and certain Equity Sponsors have the right to repurchase shares owned by the executive at fair market value. If Holdings and certain
Equity Sponsors choose not to exercise their repurchase rights following an involuntary termination without cause, the executive may require Holdings to
repurchase the shares
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