American Home Shield 2011 Annual Report Download - page 154

Table of Contents
table below with the exception of the performance-based RSUs awarded to Mr. Brackett. No specific performance goals were established for Mr. Brackett's
performance-based RSUs. Instead, the performance-based RSUs awarded to Mr. Brackett vest over a period of two years based on Holdings' Compensation
Committee's subjective assessment of Mr. Brackett's achievement of certain qualitative performance conditions in 2012 and 2013. Due to the discretionary
nature of the vesting requirements of these awards, they have not been in included in the Outstanding Equity Awards at Fiscal Year-End (2011) table.
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. Mr. Mullany's Superperformance 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 $25 per share for 20 consecutive trading days. Prior to the
exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights and the right to receive
dividends or dividend equivalents. The MSIP and an RSU award agreement govern each RSU award and provide, among other things, that the RSUs vest in
equal annual installments over a period of three years. Holders of RSUs have no rights as a stockholder, including voting rights. Holders of RSUs are;
however, entitled to dividend equivalents if a dividend is declared on Holdings common stock. For more information on the MSIP, see Compensation
Discussion and Analysis—Long-Term Incentive Plan above. See Potential Payments Upon Termination or Change in Control below for information regarding
the cancellation or acceleration of vesting of stock options and RSUs upon certain terminations of employment or a change in control.
Outstanding Equity Awards at Fiscal Year-End (2011)
Option Awards Stock Awards(1)
Named Executive Officer
Grant
Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(2)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(2)
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(3)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of
Units of
Stock
That
Have
Not
Vested
(#)
Market
Value
of Units
of
Stock
That
Have Not
Vested
($)(4)
Harry J. Mullany 2/22/2011 0 863,635 $ 11.00 2/22/2021
2/22/2011 0 86,364 $ 11.00 2/22/2021
2/22/2011 86,364 1,209,096
J. Patrick Spainhour 12/19/2007 525,000 0 $ 10.00 12/19/2017
Roger A. Cregg 8/29/2011 75,000 1,050,000
9/27/2011 0 363,636 $ 11.00 9/27/2021
David W. Martin 12/19/2007 155,000 0 $ 10.00 12/19/2017
9/24/2010 26,666 373,324
9/27/2011 0 20,000 $ 11.00 9/27/2021
Steven J. Martin N/A
Thomas G. Brackett 12/19/2007 425,000 0 $ 10.00 12/19/2017
9/24/2010 43,333 606,662
Thomas J. Coba 11/28/2011 60,000 840,000
12/16/2011 0 109,088 $ 11.00 12/16/2021
Charles M. Fallon 12/5/2011 69,090 967,260
12/16/2011 0 400,000 $ 11.00 12/16/2021
Represents RSUs to be settled in stock under the MSIP. RSUs become vested and will settle on the basis of passage of time and continued employment over a three-
year period, with one-third becoming vested on each anniversary following the grant date.
(1)
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