American Home Shield 2009 Annual Report Download - page 165

Table of Contents
payable upon an involuntary termination without cause (and for Mr. Spainhour upon voluntary termination for Good Reason).
Except as noted above in the section entitled "MSIP", upon a change in control, death or disability, all unvested stock options become
vested and exercisable. Based on an estimated share value of $10 per share at December 31, 2009, and an option exercise price of $10
per share, there would be no value from an acceleration of vesting on December 31, 2009.
(3)
Other than the employment agreement with Mr. Spainhour, the Company does not currently offer employment agreements or change-in-control
agreements to newly hired executive officers. The Board periodically reassesses the need to offer these types of arrangements and may decide to do so in the
future.
Director Compensation
The Company does not compensate our directors for their service on our Board.
Board Interlocks and Insider Participation
No member of our Board was at any time during 2009 an officer or employee of ServiceMaster or any of our subsidiaries nor is any such person a former
officer of ServiceMaster or any of our subsidiaries. Our directors are principals of CD&R. See Item 13 of this Annual Report on Form 10-K below for a
discussion of agreements between ServiceMaster and the Equity Sponsors and their affiliates.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Security Ownership of Certain Beneficial Owners and Management
CDRSVM Holding, Inc., whose address is 860 Ridge Lake Boulevard, Memphis, Tennessee 38120, owns all of the outstanding common stock of
ServiceMaster. CDRSVM Investment Holding, Inc. owns all of the outstanding common stock of CDRSVM Holding, Inc. Investment funds associated with
or designated by the Equity Sponsors, together with certain of our executives and other key employees, own all of the common stock of Holdings.
The following table sets forth information as of March 15, 2010 with respect to the ownership of the common stock of Holdings by:
each person known to own beneficially more than 5 percent of the common stock of Holdings;
each of our directors;
each of the executive officers named in the Summary Compensation Table appearing under Item 11 of this Annual Report on Form 10-K; and
all of our executive officers and directors as a group.
The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial
ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment
power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities
of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes
of computing such person's ownership percentage, but not for purposes of computing any other person's percentage. Under these rules, more than one person
may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has
no economic interest.
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