EXHIBIT 10.18
EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION
On March 2, 2006, after consideration of presentations and
recommendations of management and such other matters and information as deemed
appropriate, the Compensation Committee (the "Committee") of the Board of
Directors of Spheris Inc. (the "Company") approved resolutions with respect to
the following actions:
Fiscal 2005 Performance Bonuses. The fiscal 2005 performance bonuses
for the Company's chief executive officer and other four most highly compensated
executive officers at December 31, 2005 (the "named executive officers") were
approved as follows, based upon the achievement of specified individual
performance objectives.
<Table>
<Caption>
NAME TITLE BONUS AMOUNT
---- ----- ------------
Steven E. Simpson President and Chief Executive Officer $65,000
Anthony James Chief Operating Officer $22,000
Christopher Mack Chief Financial Officer $19,000
James Panoff Executive Vice President, Sales and Marketing $14,000
Gregory T. Stevens Chief Administrative Officer, General Counsel and Secretary $19,000
</Table>
Fiscal 2006 Base Salaries. The base salary levels, effective February
26, 2006, of the persons who are anticipated to constitute the Company's named
executive officers for 2006 were set as follows:
<Table>
<Caption>
2006 BASE 2005 BASE
NAME TITLE SALARY SALARY
---- ----- ------ ------
Steven E. Simpson President and Chief Executive Officer $336,700 $325,000
Anthony James Chief Operating Officer $220,000 $220,000
Christopher Mack Chief Financial Officer $190,000 $190,000
James Panoff Executive Vice President, Sales and Marketing $180,250 $175,000
Gregory T. Stevens Chief Administrative Officer, General Counsel and Secretary $197,600 $190,000
</Table>
2006 Spheris Executive Employee Incentive Program. The Company's 2006
Spheris Executive Employee Incentive Program (the "Program") is intended to
provide incentives to members of senior management, including the Company's
named executive officers, in the form of cash bonus payments for achieving
certain Company and individual performance goals established by the Committee.
The performance awards will be based upon achievement of established EBITDA
goals and achievement of individual objectives. Actual awards range from zero to
50% of such participant's base salary, except that awards for the chief
executive officer range from 0 to 100% of his base salary. In accordance with
the Program, these amounts may be increased in the event of significant
overachievement of the individual and company goals. The Committee will
administer and make all determinations under the Program.
Restricted Stock Awards to Named Executive Officers. Restricted shares
of Spheris Holding III, Inc.'s common stock were granted to the persons who are
anticipated to constitute the named executive officers of the Company for 2006,
pursuant to the Spheris Holding III, Inc. Stock Incentive Plan (the "Plan"), as
follows:
<Table>
<Caption>
NUMBER OF
RESTRICTED
NAME TITLE SHARES
---- ----- ----------
Steven E. Simpson President and Chief Executive Officer 150,000
Anthony James Chief Operating Officer 75,000
James Panoff Executive Vice President, Sales and Marketing 20,000
Gregory T. Stevens Chief Administrative Officer, General Officer and Secretary 75,000
</Table>
The shares of restricted stock are subject to vesting over a four year period.
The restricted stock awards are subject to the terms of the Plan and individual
award agreements.
DIRECTORS COMPENSATION
We have not historically provided cash compensation to non-employee
directors for their services as directors apart from reimbursement for their
reasonable expenses incurred in attending meetings of the board of directors. In
2005, we granted each of our non-employee directors 50,000 shares of Spheris
Holding III, Inc. restricted stock which will vest in equal annual installments
over four years. We are currently exploring compensation alternatives, which may
include a cash component, for our non-employee directors on a go-forward basis.