Ex-10.14 Executive and Director Compensation

Exhibit 10.14

Executive and Director Compensation

     Fiscal 2006 Executive Bonuses. The fiscal 2006 bonuses for the Named Executive Officers under the executive cash incentive plan were approved in March 2007 by the Compensation Committee as follows, based upon the achievement of specified individual performance objectives:

Name		Title		Bonus Amount
Steven E. Simpson		President and Chief Executive Officer		$	75,758
Anthony James		Chief Operating Officer		$	37,400
Brian Callahan		Chief Financial Officer		$	29,373
Gregory T. Stevens		Chief Administrative Officer, General Counsel and Secretary		$	33,700
Alan Whorton		Senior Vice President, Sales and Marketing		$	39,375

     Fiscal 2007 Executive Base Salaries. The 2007 base salary levels of the persons who are anticipated to constitute the Company’s Named Executive Officers for 2007 were set by the Compensation Committee in March 2007 as follows:

				2007 Base				2006 Base
Name		Title		Salary				Salary
Steven E. Simpson		President and Chief Executive Officer		$	336,700			$	336,700
Anthony James		Chief Operating Officer		$	220,000			$	220,000
Brian Callahan		Chief Financial Officer		$	215,000			$	215,000
Gregory T. Stevens		Chief Administrative Officer, General Counsel and Secretary		$	197,600			$	197,600
Alan Whorton		Senior Vice President, Sales and Marketing		$	175,000			$	175,000

     2007 Spheris Executive Employee Incentive Program. The Company’s 2007 Spheris Executive Employee Incentive Program (the “Executive Cash Incentive Program”), which was approved by the Compensation Committee in March 2007, is intended to provide incentives to members of senior management, including the Named Executive Officers, in the form of cash bonus payments for achieving certain Company and individual performance goals established by the Compensation 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 Executive Cash Incentive Program, these awards may be increased in the event of significant overachievement of the individual and Company goals. The Compensation Committee will administer and make all determinations under the Executive Cash Incentive Program.

     Equity Awards to Named Executive Officers. There were no additional equity awards granted to the Named Executive Officers at the March 2007 Compensation Committee meeting.

     Outside Director Compensation Program. Set forth below is a summary of the 2007 compensation program for our outside directors. Employees who also serve as directors and directors appointed to the Board of Directors as representatives of Warburg Pincus and Towerbrook currently are not eligible to receive compensation for their service as directors, other than reimbursement of expenses incurred in connection with their services.

Annual Retainer. Each outside director receives $20,000 as an annual retainer.

Meeting Fees. For each meeting of the Board of Directors attended in person an outside director receives $1,500. An outside director also receives $1,000 for each Committee and special Board meeting not in conjunction with a regular quarterly Board meeting attended in person. An outside director receives $500 for each Board and Committee meeting attended by telephone. Directors are also reimbursed for expenses incurred in connection with their services as directors.

Committee Chairmen. The chair of the Audit Committee receives an annual retainer of $15,000 and the chairs of the Compensation Committee and the Nominating and Corporate Governance Committee receive an annual retainer of $7,500 each. Members of the Audit, Compensation and Nominating and Corporate Governance Committees each receive an annual retainer of $5,000.

Equity Incentives. Each outside director receives an award of 30,000 shares of restricted common stock under the Stock Incentive Plan upon his or her initial election to the Board of Directors, vesting in one-third increments on each anniversary of the date of grant, and 10,000 shares of restricted common stock annually on the date of his or her annual re-election to the Board of Directors, vesting on the first anniversary of the date of grant.

Election. In lieu of receiving the retainers and fees set forth above in cash, an outside director may elect to receive the retainers and fees in shares of Series A Convertible Preferred Stock of Spheris Holding III based on a ratio to be set by the Board of Directors each year. Such election must be made prior to December 31^st of the year prior to the year in which such retainers and fees will be earned.