X0303 4 2009-04-12 0 0001142750 AMN HEALTHCARE SERVICES INC AHS 0001203607 DREYER DAVID C 12400 HIGH BLUFF DRIVE SAN DIEGO CA 92130 0 1 0 0 CFO / CAO Common Stock 2009-04-12 4 M 0 12221 6.41 A 15738 D Common Stock 2009-04-12 4 F 0 4369 6.41 D 11369 D Stock Options (Right to buy) 11.83 2005-09-20 2014-09-20 Common Stock 100000 100000 D Stock Options (Right to buy) 14.86 2006-05-04 2015-05-04 Common Stock 125000 125000 D Restricted Stock Units 2009-04-12 4 M 0 12221 D Common Stock 12221 0 D Stock Appreciation Rights 18.03 2016-04-12 Common Stock 18761 18761 D Restricted Stock Units Common Stock 19531 19531 D Stock Appreciation Rights 24.95 2017-04-18 Common Stock 21596 21596 D Stock Appreciation Rights 16.18 2018-04-08 Common Stock 32056 32056 D Restricted Stock Units Common Stock 28991 28991 D Stock Appreciation Rights 8.71 2019-01-07 Common Stock 42100 42100 D Restricted Stock Units Common Stock 24477 24477 D The options to purchase share of Common Stock were granted pursuant to the AMN Healthcare Services, Inc. Stock Option Plan. The shares become vested in four equal installments on the first, second, third and fourth anniversary of the grant date. The Restricted Stock Units were granted pursuant to the AMN Healthcare Equity Plan. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The Restricted Stock Units were granted on April 12, 2006 and vest on April 12, 2009, provided, however, the Restricted Stock Units shall vest on an accelerated basis on May 12, 2007, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, depreciation, taxes and amoritization (EBITDA) targets for fiscal year 2006 and on April 12, 2008, in the amount of 34% should the Company achieve or exceed specified EBITDA targets for the fiscal year 2007. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. The Stock Appreciation Rights were granted on April 12, 2006 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. The Restricted Stock Units were granted on April 18, 2007 and vest on April 18, 2010 provided, however, the Restricted Stock Units shall vets on an accelerated basis on May 18, 2008, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) targets for the fiscal year 2007 and on April 18, 2009, in the amount of 34% should the Company achieve or exceed EBITDA targets for the fiscal year 2008. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. The Restricted Stock Units do not have an expiration date. The Restricted Stock Units were granted on April 8, 2008 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) targets for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. The Stock Appreciation Rights were granted on April 8, 2008 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. The Stock Appreciation Rights were granted on April 18, 2007 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. The Stock Appreciation Rights were granted on January 7, 2009 pursuant to the AMN Healthcare Equity Plan. The Stock Appreciation Rights vest over three years on the anniversary date of the grant in increments of 33%, 34% and 33%, respectively. The Restricted Stock Units were granted on January 7, 2009 and vest on the third anniversary of the grant date, provided, however, the Restricted Stock Units shall vest on an accelerated basis thirteen months after the grant date, in the incremental amount of 33% should the Company achieve or exceed specified earnings before interest, taxes, depreciation and amortization (EBITDA) targets for the previous fiscal year and on the second anniversary of the grant date in the amount of 34% should the Company achieve or exceed EBITDA target for the previous fiscal year. The settlement date of the Restricted Stock Units shall be the vesting date unless the grantee otherwise elects under the terms of the Company's 2005 Amended and Restated Executive Nonqualified Excess Plan. Common Stock acquired on the vesting of Restricted Stock Units. Number of shares withheld for tax purposes. /s/ David C Dreyer 2009-04-12