American Home Shield 2008 Annual Report Download - page 156

Table of Contents
The employment of Mr. Sutton and Ms. Goettel ended on September 12, 2008 and March 31, 2008, respectively. The actual amounts awarded to
Mr. Sutton and Ms. Goettel in connection with their termination are reported in the table below under "Named Executive Officers No Longer Employed
by the Company."
Named Executive Officers No Longer Employed by the Company
Lisa V. Goettel
As a result of the change in control in connection with the Merger, and her subsequent separation effective March 31, 2008, Ms. Goettel was entitled to
change in control severance benefits for good reason.
Dennis R. Sutton
As a result of the change in control in connection with the Merger, and his subsequent separation effective September 12, 2008, Mr. Sutton was entitled
to change in control severance benefits for good reason. Under the terms of the MSIP, Mr. Sutton's options to purchase shares of Holdings common stock, all
of which were unvested, were canceled upon Mr. Sutton's termination of employment, and Holdings purchased Mr. Sutton's shares of Holdings common stock
for fair market value.
The following table sets forth information regarding the value of payments and other benefits paid by the Company to each of the Named Executive
Officers whose employment terminated in 2008. The amounts shown do not include payments of compensation that have previously been deferred as
disclosed under "2008 Nonqualified Deferred Compensation."
Named Executive Officer
Separation
Date
Severance
Payment ($)
Acceleration of
Cash Based Awards
(LTIP) ($)(1)
Health &
Welfare ($)
Gross-Up
Adjustment ($)
Total
Payments ($)
Dennis R. Sutton(2) 9/12/2008 2,352,186 94,397 20,282 913,938 3,380,803
Lisa V. Goettel(3) 3/31/2008 1,887,371 66,028 4,717 781,689 2,739,805
These amounts have been accrued based on calculation of payout at target and are subject to adjustment based upon actual financial results. Payouts
are prorated for the number of days employed during the plan period.
The severance payment to Mr. Sutton consists of the payments described in the first paragraph under "Severance Benefits Payable to Named Executive
Officers under Change in Control Severance Agreements" above, two times his annual base salary in the 12 months prior to termination and two times
his target ABP and CPP bonuses immediately prior to the change in control. The health and welfare payment for Mr. Sutton consists of payment for
medical and life insurance plan benefits for a two-year period following termination.
The severance payment to Ms. Goettel consists of the payments described in the first paragraph under "Severance Benefits Payable to Named
Executive Officers under Change in Control Severance Agreements" above, three times her annual base salary in the 12 months prior to termination
and three times her target ABP and CPP bonuses immediately prior to the change in control. The health and welfare payment for Ms. Goettel consists
of payment for medical plan benefits through July 31, 2008, and life insurance plan benefits for a three-year period following termination.
The agreements described above are further discussed under "Potential Payments upon Termination or Change in Control."
The Company does not currently offer employment agreements or change in control severance agreements to newly hired executive officers. The Board
periodically reassesses the need to offer these types of arrangements and may decide to do so in the future.
Director Compensation
The Company does not compensate our directors for their service on our Board.
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