Disclosure Required by NYSE Rule 303A.08 Regarding Frank V. McMahon
March 31, 2006, SANTA ANA, Calif.
The First American Corporation (NYSE: FAF), America’s largest provider of business information, announced today that it has granted 300,000 options to purchase its Common shares, and issued 33,334 restricted Common shares, to Frank V. McMahon, who the company previously announced would become its vice chairman and chief financial officer on March 31, 2006.
First American granted the options and restricted shares under the New York Stock Exchange’s employment inducement exemption from the shareholder approval requirement generally applicable to equity compensation grants. The exemption requires that the company issue a press release announcing the grant and its material terms.
The options are exercisable at the strike price of $39.16 per share, today’s closing price of The First American Corporation’s Common shares on the New York Stock Exchange. Both the options and the restricted shares vest in five equal annual increments commencing on the first anniversary of the grant, subject to accelerated vesting in full in the event that McMahon is terminated without cause, voluntarily terminates his employment for good reason, or upon a change in control of the company. The terms of the restricted stock award agreement provide that all cash dividends generated by the restricted shares will be reinvested into similarly restricted shares.
The First American Corporation (NYSE: FAF), a FORTUNE 500® company that traces its history to 1889, is