American Home Shield 2011 Annual Report Download - page 145

Table of Contents
Holdings' common stock on the date of grant. The fair market value of Holdings' common stock is determined by Holdings' Compensation Committee based
on its review of valuation reports prepared by third party consultants, the performance of ServiceMaster and other market factors. Mr. Brackett received an
award of 20,000 performance-based RSUs in August 2011 to recognize his leadership of both Terminix and TruGreen. These RSUs will vest as follows: (i) up
to 10,000 units will vest on December 31, 2012, and (ii) up to 10,000 units will vest on December 31, 2013 based on Holdings' Compensation Committee's
subjective assessment of Mr. Brackett's achievement of certain qualitative performance conditions in 2012 and 2013. No specific performance goals were
established for Mr. Brackett's performance-based RSUs. Due to the discretionary nature of these performance-based RSUs, a grant date fair value is not
reflected in the executive compensation tables (Summary Compensation Table, Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year-
End) below for 2011 and will be reflected for Mr. Brackett in the year the performance-based RSUs are earned, if at all.
Shares purchased by Messrs. Spainhour and Steve Martin were repurchased by Holdings in 2011 subsequent to their departures from the Company,
consistent with the MSIP and the stock subscription agreement entered into at the time of purchase. Additionally, Mr. Spainhour exercised 450,000 stock
options following his retirement. Those shares were also subsequently repurchased by Holdings in 2011 at the fair market value ($11 per share) on the date of
repurchase.
Retirement Benefits
Employees, including the NEOs, are generally eligible to participate in the ServiceMaster Profit Sharing and Retirement Plan (the "PSRP"). The PSRP is
a qualified 401(k) defined contribution plan. The Company provides for a matching contribution in the PSRP where employees receive a dollar-for-dollar
match on the first one percent of their contributions, and then a $0.50-per-dollar match on the next two percent to six percent contributed. We also maintain
the ServiceMaster Deferred Compensation Plan (the "DCP"), which is a non-qualified supplemental retirement plan designed to afford certain highly
compensated employees (including the NEOs, executive officers and certain other employees) the opportunity to defer additional amounts of compensation on
a pre-tax basis, over and above the amounts allowed under the PSRP. The DCP permits these employees to defer their obligation to pay taxes on certain
elements of the compensation that they are entitled to receive. All deferred amounts under the DCP are subject to earnings or losses based on the investments
selected by the individual participants. The Company believes that provision of the DCP is important as a recruitment and retention tool as many, if not all, of
the companies with which the Company competes for executive talent provide a similar plan to their senior employees and the cost to the Company of
providing this benefit is minimal. The Company provides no match for employee contributions under the DCP.
Employee Benefits and Executive Perquisites
We offer a variety of health and welfare programs to all eligible employees, including the NEOs. The NEOs are eligible for the same health and welfare
benefit programs on the same basis as the rest of the Company's employees, including medical and dental care coverage, life insurance coverage and short-
and long-term disability.
The Company limits the use of perquisites as a method of compensation and provides executive officers with only those perquisites that we believe are
reasonable and consistent with our compensation goal of enabling the Company to attract and retain superior executives for key positions. The perquisites
provided to our NEOs are memberships in social and professional clubs and, for Messrs Mullany and Fallon, commuting expenses. Expenses associated with
relocation of newly hired executives (including income tax gross-ups on taxable relocation expense
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