American Home Shield 2010 Annual Report Download - page 148

Table of Contents
Equity Compensation Plan Information
The following table contains information, as of December 31, 2010, about the amount of shares in Holdings, our indirect parent company, to be issued
upon the exercise of outstanding options granted under the MSIP.
Plan Category
Number of
Securities to
be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights(1)
Weighted Average
Exercise Price of
Outstanding Options
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
first column)
Equity compensation plans approved by shareholders 10,336,683 $ 10.00 1,302,563
Equity compensation plans not approved by
shareholders — — —
Total 10,336,683 $ 10.00 1,302,563
The figures in this column reflect stock options and RSUs (735,000 granted to executive officers in 2010) granted pursuant to the MSIP. For a
description of the MSIP, please refer to Item 11, "Compensation Discussion and Analysis."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Policies and Procedures for Related Person Transactions
Our Board has approved policies and procedures with respect to the review and approval of certain transactions between ServiceMaster and a "Related
Person" (a "Related Person Transaction"), which we refer to as our "Related Person Transaction Policy." Pursuant to the terms of the Related Person
Transaction Policy, the Board must review and decide whether to approve or ratify any Related Person Transaction. Any Related Person Transaction is
required to be reported to our legal department and the legal department will determine whether it should be submitted to the Board for consideration.
For the purposes of the Related Person Transaction Policy, a "Related Person Transaction" is a transaction, arrangement or relationship (or any series of
similar transactions, arrangements or relationships) in which ServiceMaster (including any of its subsidiaries) was, is or will be a participant and the amount
involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect interest.
A "Related Person" as defined in the Related Person Transaction Policy, means any person who is, or at any time since the beginning of ServiceMaster's
last fiscal year was, a director or executive officer of ServiceMaster or a nominee to become a director of ServiceMaster; any person who is known to be the
beneficial owner of more than five percent of ServiceMaster's or its parent or affiliate's common stock; any immediate family member of any of the foregoing
persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-
in-law of the director, executive officer, nominee or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the
household of such director, executive officer, nominee or more than five percent beneficial owner; and any firm, corporation or other entity in which any of
the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership
interest of ten percent or more.
141
(1)