American Home Shield 2011 Annual Report Download - page 203

"Compensation Committee" means the Compensation Committee of the Board of Directors of the Company.
"Employee" means the grantee of the Restricted Stock Units, whose name is set forth on the signature page of this
Agreement.
"Grant Date" has the meaning given in the Preamble.
"Plan" means the ServiceMaster Global Holdings, Inc. Stock Incentive Plan, as previously adopted by the Company
and as amended from time to time in accordance with its terms.
"Restricted Stock Unit" means the contractual entitlement to Common Stock evidenced by (and subject to the terms
and conditions of) this Agreement.
"Securities Act" means the United States Securities Act of 1933, as amended, or any successor statue, and the
rules and regulations thereunder that are in effect at the time, and any reference to a particular section thereof shall include a
reference to the corresponding section, if any, of such successor statute, and the rules and regulations.
"Settlement Date" has the meaning given in Section 4.
"Settlement Share" means a share of Common Stock delivered in respect of a Restricted Stock Unit pursuant to
Section 4.
"Transfer" has the meaning given in the Subscription Agreement to which the Employee is a party.
Section 8. Miscellaneous
(a) Withholding. The Company or one of its Subsidiaries shall require the Employee to remit to the Company
an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations
that may arise in connection with the vesting of the Restricted Stock Units and the related issuance of the Settlement Shares.
Notwithstanding the preceding sentence, if the Employee elects not to remit cash in respect of such obligations, the Company
shall retain a number of Settlement Shares subject to the Restricted Stock Units then vesting that have an aggregate Fair
Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld (and the Employee shall
thereupon be deemed to have satisfied his or her obligations under this Section 8(a)); provided that the number of Settlement
Shares retained shall not be in excess of the minimum amount required to satisfy the statutory withholding tax obligations (it
being understood that the value of any fractional share of Common Stock shall be paid in cash). The number of Settlement
Shares to be issued shall thereupon be reduced by the number of Settlement Shares so retained. The method of withholding
set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any
financing
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