**Exhibit 10.14****EXECUTIVE AND DIRECTOR COMPENSATION***Fiscal 2007 Executive Bonuses*. The fiscal 2007 bonuses for the Named Executive Officers under the2007 executive cash incentive program were approved by the Compensation Committee as follows, basedupon the achievement of specified Company EBITDA goals and/or individual performance objectives:       **Name** **Title** **Bonus Amount**Steven E. Simpson President and Chief Executive Officer $303,030 Brian P. Callahan Chief Financial Officer $107,500 Anthony D. James Chief Operating Officer $110,000 Gregory T. Stevens Chief Administrative Officer, General Counsel and Secretary $98,800 J. Alan Whorton Senior Vice President, Sales and Marketing $20,000 *Fiscal 2008 Executive Base Salaries*. The 2008 base salary levels of the persons who areanticipated to constitute the Company’s Named Executive Officers for 2008 were set by theCompensation Committee, effective March 2008, as follows:               **2008 Base** **2007 Base****Name** **Title** **Salary** **Salary**Steven E. Simpson President and Chief Executive Officer $350,000  $336,700 Brian P. Callahan Chief Financial Officer $225,750  $215,000 Anthony D. James Chief Operating Officer $231,000  $220,000 Gregory T. Stevens Chief Administrative Officer, General Counsel and Secretary $220,000  $197,600 J. Alan Whorton Senior Vice President, Sales and Marketing $180,250  $175,000 *2008 Spheris Executive Incentive Program*. The Company’s 2008 Spheris Executive Incentive Program(the “Executive Incentive Program”), which was approved by the Compensation Committee, is intendedto provide incentives to members of senior management, including the Named Executive Officers, inthe form of cash bonus payments for achieving certain Company and individual performance goalsestablished by the Compensation Committee. For the Named Executive Officers (other than the SeniorVice President, Sales and Marketing), the performance awards will be based upon achievement ofestablished Company EBITDA and new business goals, as well as achievement of individual objectives.Actual awards range from zero to 50% of such participant’s base salary, except that awards for theChief Executive Officer range from zero to 100% of his base salary. In accordance with theExecutive Incentive Program, these awards may be increased in the event of significantoverachievement of the Company and individual goals. The performance award to the Senior VicePresident, Sales and Marketing will be based upon achieving certain new customer revenue goalsestablished by the Compensation Committee. Actual awards range from zero to 100% of his basesalary. The Compensation Committee will administer and make all determinations under the ExecutiveIncentive Program.*Equity Awards to Named Executive Officers*. There were no additional equity awards granted to theNamed Executive Officers at the first quarter 2008 Compensation Committee meeting.*Outside Director Compensation Program*. Set forth below is a summary of the 2008 compensationprogram for our outside directors. Employees who also serve as directors and directors appointedto the Board of Directors as representatives of Warburg Pincus and Towerbrook currently are noteligible to receive compensation for their service as directors, other than reimbursement ofexpenses 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 directorreceives $1,500. An outside director also receives $1,000 for each Committee and special Boardmeeting not in conjunction with a regular quarterly Board meeting attended in person. An outsidedirector receives $500 for each Board and Committee meeting attended by telephone. Directors arealso 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 andthe chairs of the Compensation Committee and the Nominating and Corporate Governance Committeereceive an annual retainer of $7,500 each. Members of the Audit, Compensation and Nominating andCorporate Governance Committees each receive an annual retainer of $5,000.**Equity Incentives**. Each outside director receives an award of 30,000 shares of restricted commonstock 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 ofrestricted common stock annually following his or her re-election to the Board of Directors,vesting on the first anniversary of the date of re-election.**Election**. In lieu of receiving the retainers and fees set forth above in cash, an outside directormay elect to receive the retainers and fees in shares of Series A Convertible Preferred Stock ofSpheris Holding III based on a ratio to be set by the Board of Directors each year. Such electionmust be made prior to December 31st of the year prior to the year in which suchretainers and fees will be earned.