American Home Shield 2008 Annual Report Download - page 155

Table of Contents
at fair market value. Upon such a termination, the executive may exercise vested options before the first to occur of (i) the three month anniversary of the
executive's termination of employment and (ii) the expiration of the options' normal term, after which date such options are cancelled.
If an executive's employment terminates voluntarily before there is a public offering of the shares, all unvested options are immediately cancelled and
Holdings and certain Equity Sponsors have the right to purchase the shares at fair market value. Upon such a termination, the executive may exercise vested
options before the first to occur of (i) the three month anniversary of the executive's termination of employment (one year anniversary in the case of
retirement) and (ii) the expiration of the options' normal term, after which date such options are cancelled. If the executive's voluntary termination is because
of the executive's retirement and if Holdings and certain Equity Sponsors choose not to exercise their repurchase rights, the executive may require Holdings to
repurchase the shares at fair market value.
If an executive's employment terminates by reason of death or disability before there is a public offering of the shares, Holdings and certain Equity
Sponsors have the right to purchase the shares at fair market value. Upon such termination, all options, whether or not vested, will become and remain
exercisable until the first to occur of (i) the one year anniversary of the executive's date of termination and (ii) the expiration of the options' normal term, after
which date such options are cancelled.
The stock option agreements provide that the vesting of options to purchase shares of Holdings common stock will be accelerated if Holdings
experiences a change in control (as defined in the MSIP), unless the Holdings Board of Directors reasonably determines in good faith that options with
substantially equivalent or better terms are substituted for the existing options. The Holdings Board of Directors also has the discretion to accelerate the
vesting of options at any time and from time to time.
Payment upon a Qualifying Termination as of December 31, 2008
The following table sets forth information regarding the value of payments and other benefits payable by the Company to each of the Named Executive
Officers employed by the Company as of December 31, 2008 in the event of a qualifying termination pursuant to the change in control severance agreements
and otherwise. The amounts shown do not include payments of compensation that have previously been deferred as disclosed under "2008 Nonqualified
Deferred Compensation." The amounts shown assume termination effective as of December 31, 2008.
Named Executive Officer
Severance
Agreements(1)
($)(1)
Acceleration of
Cash Based Awards
(LTIP)(2) ($)
Health &
Welfare
Welfare ($)
401(k) ($)
Gross-Up
Adjustment
($)
Total
Payments ($)
J. Patrick Spainhour 6,650,000 1,667,427 15,952 0 2,978,236 11,311,615
Steven J. Martin 2,128,000 83,371 20,282 0 883,967 3,115,620
Michael M. Isakson 2,092,500 105,848 10,634 0 704,568 2,913,550
Thomas G. Brackett 1,954,500 122,122 20,282 0 722,223 2,819,127
Greerson G. McMullen 624,782 100,046 0 0 0 724,828
Calculations are based upon the terms previously discussed under "Severance Benefits Payable to Named Executive Officers."
LTIP is paid out at actual plan performance prorated for the number of days employed during the plan period. These amounts have been calculated
assuming payout at target and are subject to adjustment based upon actual financial results.
151
(1)
(2)