American Home Shield 2013 Annual Report Download - page 208

Retention Award
You received a retention award on May 21, 2013 that was comprised of $250,000 in cash, vesting in two equal installments on January 15, 2014 and
January 15, 2015, and a restricted stock unit award of 22,727 RSUs (grant value of $250,000) that vest in two installments with 11,364 RSUs vesting on
January 15, 2014 and 11,363 RSUs vesting on January 15, 2015.
The funding and payment of these retention awards are the responsibility of TruGreen. In the event that TruGreen is unable to make the payments,
ServiceMaster will assume the liability to make any or all remaining payments through the final payment date on January 15, 2015.
Severance
You will be eligible to receive severance benefits under the scenarios detailed below:
i. Once you accept this role with TruGreen, you will be eligible to receive the standard severance from TruGreen as defined below if you are
involuntarily terminated at any time by TruGreen without cause or by Executive for Good Reason (defined in Exhibit A).
ii. You will be eligible to receive a severance benefit which may be exercised at your discretion no earlier than April 1, 2015. You may exercise this
severance benefit for any reason other than cause during the period from April 1, 2015 through September 30, 2016.
iii. You will be eligible to receive a standard severance benefit payable by TruGreen at any time later than September 30, 2016 (severance benefits in
effect prior to this date are detailed in paragraphs i and ii above) if you are involuntarily terminated at any time by TruGreen without cause or by
Executive for Good Reason equal to:
The severance benefit for each scenario listed above will be equal to:
i. An amount equal to twelve times Executive’s monthly base salary in effect as of the Termination Date (the “Monthly Salary”); plus
ii. An amount equal to Executive’s then current year’s annual bonus at target (the “Target Bonus”), pursuant to the terms of the then Annual Bonus
Plan (the “ABP”); plus
iii. An amount equivalent to the pro-rata percentage of Executive’s then current annual bonus target pursuant to the ABP based on actual Plan Year
performance, if the Termination Date is after June 30 , payable when annual bonuses are generally payable pursuant to the ABP (currently in
March of the following year).
The Monthly Salary and the Target Bonus shall be aggregated as a single sum, and such sum shall be paid in 12 equal monthly installments over a 12 month
period starting on the first practicable payroll date after the severance agreement has become irrevocable (the date of Executive’s termination of employment).
In recognition of the expected corporate transaction under Project 5, the funding and payment of the obligation to provide the severance benefits detailed above
will reside with TruGreen. In the
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