American Home Shield 2012 Annual Report Download - page 212

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This Employee Performance Restricted Stock Unit Agreement, dated as of , 201 (the “ Grant Date”), between ServiceMaster
Global Holdings, Inc., a Delaware corporation, and the employee whose name appears on the signature page hereof, is being entered into pursuant to the
ServiceMaster Global Holdings, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
The Company and the Employee hereby agree as follows:
Section 1. Grant of Restricted Stock Units
(a) Confirmation of Grant. Subject to the terms of this Agreement, the Company hereby evidences and confirms, effective as of the
date hereof, its grant to the Employee of Restricted Stock Units representing the right to receive the number of shares of Common Stock specified on
the signature page hereof, as adjusted (i.e., increased or decreased) pursuant to the terms of this Agreement. This Agreement is entered into pursuant
to, and the terms of the Restricted Stock Units are subject to, the terms of the Plan. If there is any conflict between this Agreement and the terms of
the Plan, the terms of the Plan shall govern.
(b) Employee Unit Account. The Company will establish a separate notional account for the Employee and will record in such
account the number of Restricted Stock Units awarded to the Employee pursuant to this Agreement as may be adjusted.
Section 2. Vesting and Forfeiture
(a) Based on Continued Employment; Effect of the Performance Target. So long as the Company’s internal EBITDA metric (as
such is reported to, and approved by, the Compensation Committee) performance target is met or exceeded for the 201 calendar year, as determined
by the Compensation Committee and applicable to this Agreement (“ Performance Target”), the Employee’s Restricted Stock Units shall vest in three
equal installments on the first, second and third anniversaries of the Grant Date (each, a “ Vesting Date”), subject to the Employee’s continued
employment with the Company or any Subsidiary through the applicable Vesting Date, subject to the other provisions set forth below.
(b) Forfeiture/Adjustment to Restricted Stock Units . If the Compensation Committee determines that the Performance Target has not
been met, all of the Restricted Stock Units will be forfeited. If the Compensation Committee determines that the Performance Target has been
exceeded, the number of Restricted Stock Units subject to this Agreement will be increased as calculated in accordance with the adjustment table
adopted by the Compensation Committee on or before the Grant Date and attached hereto. The Compensation Committee shall determine the level of
internal EBITDA metric performance measured
against the Performance Target, as well as any adjustments to be made to the number of Restricted Stock Units pursuant to Section 2(b) as of the
first Vesting Date. Any such additional Restricted Stock Units shall be subject to the vesting schedule set forth in Section 2(a) as if they had been
granted on the Grant Date, and shall be subject to the terms and conditions of this Agreement.
(c) Effect of a Change in Control. In the event of a Change in Control occurring at any time that unvested Restricted Stock Units are
outstanding, subject to the Employee’s continued employment with the Company or any Subsidiary from the Grant Date to the date of the Change in
Control, any Restricted Stock Units which are unvested shall automatically become vested.
(c) Discretionary Acceleration. The Compensation Committee, in its sole discretion, may accelerate the vesting of all or a portion of
the Restricted Stock Units at any time and from time to time, including in the event of Employee’s retirement.
(d) Effect of Termination of Employment. Unless vesting is accelerated as set forth in Section 2(b) or 2(c), upon termination of the
Employee’s employment with the Company and its Subsidiaries for any reason (whether initiated by the Company or by the Employee), any
unvested Restricted Stock Units shall be forfeited, provided that if (i) the Employee’s employment is terminated in a Special Termination (i.e., by
reason of the Employee’s death or Disability) after the first Vesting Date and (ii) the Restricted Stock Units have not been forfeited pursuant to
Section 2(b), then the Employee’s then-outstanding and unvested Restricted Stock Units shall become vested as to the number of such Restricted
Stock Units that would have vested on the next Vesting Date (assuming the Employee’s employment had continued through such anniversary)
multiplied by a fraction, the numerator of which is the number of days elapsed since the most recent prior Vesting Date and the denominator of
which is 365.
Section 3. Dividend Equivalents
If the Company pays any cash dividend or similar cash distribution on the Common Stock, the Company shall credit to the Employee’s
account an amount equal to the product of ( x) the number of the Employee’s then-outstanding Restricted Stock Units as of the record date for such
distribution times (y) the per share amount of such dividend or similar cash distribution on Common Stock. If the Company makes any dividend
or other distribution on the Common Stock in the form of Common Stock or other securities, the Company will credit the Employee’s account with
that number of additional shares of Common Stock or other securities that would have been distributed with respect to that number of shares of
Common Stock underlying the Employee’s Restricted Stock Units as of the record date thereof. Any such cash or additional shares of Common
Stock or other securities shall be subject to the same vesting and forfeiture restrictions as apply to the related Restricted Stock Units that resulted in