American Home Shield 2011 Annual Report Download - page 160

Table of Contents
Potential Payments Upon Death, Disability, Qualifying Termination or Change in Control (2011)
Named Executive
Officer Event
Base Salary and
Target Bonus
($)(1)
Payment of
Current
Year Bonus
($)(2)
Acceleration of
Vesting of
Stock Options
($)(3)
Acceleration of
Vesting of
RSUs
($)(3)
Health &
Welfare
($)
Total
Payments
($)
Harry J. Mullany Death 0 357,534 2,590,905 344,512 0 3,292,951
Disability 0 427,338 2,590,905 344,512 0 3,362,755
Qualifying
Termination 4,000,000 427,338 0 0 21,710 4,449,048
Change in
Control 0 0 2,849,997 1,209,096 0 4,059,093
Roger A. Cregg Death 0 143,835 1,090,908 118,902 0 1,353,645
Disability 0 155,544 1,090,908 118,902 0 1,365,354
Qualifying
Termination 1,020,000 155,544 0 0 0 1,175,544
Change in
Control 0 0 1,090,908 1,050,000 0 2,140,908
David W. Martin Death 0 200,000 60,000 50,120 0 310,120
Disability 0 212,216 60,000 50,120 0 322,336
Qualifying
Termination 450,000 212,216 0 0 0 662,216
Change in
Control 0 0 60,000 373,324 0 433,324
Thomas G. Brackett Death 0 344,500 0 81,438 0 425,938
Disability 0 366,238 0 81,438 0 447,676
Qualifying
Termination 874,500 366,238 0 0 0 1,240,738
Change in
Control 0 0 0 886,662 0 886,662
Thomas J. Coba Death 0 0 327,264 25,312 0 352,576
Disability 0 0 327,264 25,312 0 352,576
Qualifying
Termination 701,250 0 0 0 0 701,250
Change in
Control 0 0 327,264 840,000 0 1,167,264
Charles M. Fallon Death 0 0 1,200,000 22,960 0 1,222,960
Disability 0 0 1,200,000 22,960 0 1,222,960
Qualifying
Termination 825,000 0 0 0 0 825,000
Change in
Control 0 0 1,200,000 967,260 0 2,167,260
Calculations are based upon the terms previously discussed under Severance Benefits for NEOs.
Because termination is assumed to occur on the last day of the performance period for the 2011 ABP, amounts shown for Disability and Qualifying Termination are
the same as those reflected in the 2011 ABP Payments Table, except for Mr. Mullany who received the $500,000 guaranteed portion of his ABP payment prior to
year-end. The amounts are payable upon an involuntary termination without cause (and for Messrs. Mullany and Fallon upon voluntary termination for good
reason). The amounts shown for Death reflect ABP payments at the NEOs target award percentage.
As noted above in the section entitled MSIP, upon a change in control, death or disability, all or portions of unvested stock options and RSUs become vested and
exercisable. The values in the table were based on a value of $14 per share at December 31, 2011, and option exercise prices of $10 and $11, as applicable.
(1)
(2)
(3)
Director Compensation
Our directors are principals of CD&R, which is party to a consulting agreement with the Company and Holdings, pursuant to which CD&R provides
Holdings and its subsidiaries with financial advisory and management consulting services in exchange for a fee. For a discussion of this agreement and other
agreements between the Company, Holdings and the Equity Sponsors, see Item 13 of this Annual Report on Form 10-K. The Company does not currently
separately compensate our directors for their service on our Board.
Board Interlocks and Insider Participation