Exhibit 10.14**Executive and Director Compensation**     *Fiscal2006 Executive Bonuses.*The fiscal 2006 bonuses for the Named ExecutiveOfficers under the executive cash incentive plan were approved inMarch 2007 by the Compensation Committee as follows, based upon the achievement of specified individual performanceobjectives:       **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      *Fiscal2007 Executive Base Salaries.*The 2007 base salary levels of thepersons who are anticipated to constitute the Company’s NamedExecutive Officers for 2007 were setby 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 ExecutiveEmployee Incentive Program (the “Executive Cash IncentiveProgram”), which was approved by the Compensation Committee inMarch 2007, is intended to provide incentives to members of seniormanagement, including the Named Executive Officers, in the form of cash bonus paymentsfor achieving certain Company and individual performance goalsestablished by the Compensation Committee. Theperformance awards will be based upon achievement of established EBITDA goals and achievement ofindividual 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. Inaccordance with the Executive Cash Incentive Program, these awards may be increased in the event of significantoverachievement of the individual and Company goals. The Compensation Committee will administer and make alldeterminations under the Executive Cash Incentive Program.
 

 
     *EquityAwards to Named Executive Officers*. There were no additionalequity awards grantedto the Named Executive Officers at the March 2007 Compensation Committee meeting.     *OutsideDirector Compensation Program.* Set forth below is a summary ofthe 2007 compensation program for our outside directors. Employeeswho also serve as directors and directors appointed to the Board of Directors as representativesof Warburg Pincus and Towerbrook currently are not eligible to receive compensation for theirservice as directors, other than reimbursement of expenses incurred in connection with theirservices.**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 and thechairs of the Compensation Committee and the Nominating and Corporate Governance Committee receivean annual retainer of $7,500 each. Members of the Audit, Compensation and Nominating and CorporateGovernance Committees each receive an annual retainer of $5,000.**EquityIncentives.**Each outside director receives an award of 30,000shares of restricted common stockunder the Stock Incentive Plan upon his or her initial election tothe Board of Directors, vestingin one-third increments on each anniversary of the date of grant, and 10,000 shares of restrictedcommon stock annually on the date of his or her annual re-election to the Board of Directors, vesting onthe first anniversary of the date of grant.**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.