American Home Shield 2011 Annual Report Download - page 151

Table of Contents
fourth quarter. Additional information is discussed under the heading, Annual Bonus Plan, in the Compensation Discussion and Analysis section above in this
Item11.
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number of
Shares of
Stock
(#)(2)
Exercise or
Base Price
of Option
Awards
($/Sh)(4)
Grant Date
Fair Value
of Stock
and
Option
Awards(5)
Named Executive Officer
Grant
Date
Approval
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)(1)
Maximum
(#)
Harry J. Mullany N/A N/A 600,121 1,000,000 None
2/22/2011 2/16/2011 86,364 0 0 950,004
2/22/2011 2/16/2011 0 863,635 $ 11.00 3,397,347
2/22/2011 2/16/2011 N/A 86,364 N/A 0 0 $ 11.00 216,773
J. Patrick Spainhour N/A N/A 591,120 985,000 None
Roger A. Cregg N/A N/A 252,051 420,000 None
8/29/2011 8/12/2011 75,000 0 N/A 825,000
9/27/2011 9/27/2011 0 363,636 $ 11.00 1,316,362
David W. Martin N/A N/A 90,018 150,000 None
9/27/2011 9/27/2011 0 20,000 $ 11.00 72,400
Steven J. Martin N/A N/A 156,032 260,000 None
Thomas G. Brackett N/A N/A 223,688 344,500 None
Thomas J. Coba 11/28/2011 11/14/2011 60,000 0 N/A 660,000
12/16/2011 12/16/2011 0 109,088 $ 11.00 585,803
Charles M. Fallon 12/5/2011 11/30/2011 69,090 0 N/A 759,990
12/16/2011 12/16/2011 0 400,000 $ 11.00 2,148,000
Represents Superperformance Options granted as a component of the new hire offer to Mr. Mullany. These options will vest (i) before a public offering if the fair
market value of the common stock, as determined by the Holdings' Compensation Committee, is at least $25 per share, and (ii) after a public offering if the closing
price of the common stock on the principle exchange on which it is traded equals or exceeds $25 per share for 20 consecutive trading days.
Represents RSU awards granted as a component of the new hire offer to Messrs. Mullany, Cregg, Coba and Fallon. These units will vest at a rate of one-third per
year on each of the first three anniversaries of their grant dates.
Represents the number of stock options granted as a component of the new hire offer to Messrs. Mullany, Cregg, Coba and Fallon. The stock option award for
Mr. David Martin was in recognition of his leadership as the interim CFO during 2011. Options listed in this column become exercisable on the basis of passage of
time and continued employment over a four-year period, with one-fourth becoming exercisable on each anniversary following the date of grant.
The exercise price was based on the fair market value of the options on the date of grant, as established by Holdings' Compensation Committee.
Represents the aggregate grant date fair value of RSU and stock option awards detailed in the prior columns. The assumptions used in the valuation of both RSU
and stock option awards are disclosed in the Stock-Based Compensation footnote in the audited financial statements for the fiscal year ended December 31, 2011
included in Item 8 of this Annual Report on Form 10-K. In addition, for the Superperformance Options, the likelihood of achieving the market condition required
for vesting was included in the determination of the grant date fair value of the options.
(1)
(2)
(3)
(4)
(5)
Employment Arrangements
Retirement Agreement with Mr. Spainhour
Holdings entered into a retirement agreement with Mr. Spainhour on September 8, 2010. Mr. Spainhour's retirement agreement provided for severance
benefits equal to two times his highest annual base salary and highest annual target bonus upon his retirement. The agreement also extended the period of time
to exercise his vested non-matching stock options (a total of 525,000 options) from three months to three years following his retirement. After his retirement,
Holdings repurchased 300,000 shares from Mr. Spainhour. This represents all of Mr. Spainhour's shares of his original investment in Holdings. Additionally,
Mr. Spainhour exercised 450,000 stock options following his retirement. Those shares were also subsequently repurchased by Holdings in 2011 at the fair
market value ($11 per share) on the date of repurchase. The Company will continue
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