American Home Shield 2012 Annual Report Download - page 213

such crediting and shall be paid to the Employee (if not previously forfeited) on the Settlement Date (as
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defined below). For the avoidance of doubt, Restricted Stock Units resulting from the adjustment pursuant to Section 2(b) shall not be deemed
“outstanding” for purposes of this Section 3 unless and until the determination of the Compensation Committee is made pursuant to
Section 2(b) with respect to the Performance Target.
Section 4. Settlement
Subject to Section 8(a), promptly following the date on which a Restricted Stock Unit becomes vested, and in any event no later than
March 15 of the calendar year following the calendar year in which such vesting occurs (the “ Settlement Date”), the Employee shall receive, without
payment, one Settlement Share in respect of each such Restricted Stock Unit. On or before any Settlement Date, unless otherwise determined by the
Compensation Committee, the Company and the Employee shall enter into a Subscription Agreement that contains repurchase rights, a voting proxy
and transfer and other restrictions on the Settlement Shares in the form then customarily used by the Company for such purpose; provided that, if
the Employee has previously entered into a Subscription Agreement containing such restrictions, then at the Company’s option, either ( i) the
Company may elect to treat the Settlement Shares as “Shares” under the Employee’s existing Subscription Agreement and such Settlement Shares
shall be subject to such restrictions as set forth in the Subscription Agreement or ( ii) the Company may require the Employee to execute a
modification to the existing Subscription Agreement, or a new Subscription Agreement, containing such terms and conditions relating to the
Settlement Shares as the Company shall determine (and, in the absence of an election by the Company made promptly after the Settlement Date,
clause (i) shall apply).
Section 5. Employee’s Representations and Warranties
(a) Access to Information, Etc. The Employee represents and warrants as follows:
(i) the Employee understands the terms and conditions that apply to the Restricted Stock Units and the risks associated with an
investment in the Restricted Stock Units;
(ii) the Employee has a good understanding of the English language; and
(iii) the Employee is an officer or employee of the Company or one of its Subsidiaries.
(b) No Right to Awards. The Employee acknowledges and agrees that the grant of any Restricted Stock Units ( i) is being made on
an exceptional basis and is not intended to be renewed or repeated, ( ii) is entirely voluntary on the part of the Company and its Subsidiaries and
(iii) should not be construed as creating any obligation on the part of the Company or any of its Subsidiaries to offer any
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Restricted Stock Units in the future.
(c) Investment Intention. The Employee represents and warrants that the Employee has been awarded the Restricted Stock Units and
any Settlement Shares delivered or credited in book-entry form in respect thereof for his or her own account for investment and not on behalf of any
other person or with a view to, or for sale in connection with, any distribution of the Restricted Stock Units.
Section 6. Restriction on Transfer; Non-Transferability of Restricted Stock Units . The Restricted Stock Units are not assignable or
transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or
otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise). Any purported Transfer in violation of
this Section 6 shall be void ab initio.
Section 7. Certain Definitions. As used in this Agreement, capitalized terms that are not defined herein have the respective meanings given to
them in the Plan, and the following additional terms shall have the following meanings:
“Agreement” means this Employee Performance Restricted Stock Unit Agreement, as amended from time to time in accordance with the
terms hereof.
“Company” means ServiceMaster Global Holdings, Inc., provided that for purposes of determining the status of Employee’s employment
with the “Company,” such term shall include the Company and its Subsidiaries.
“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; provided that
where appropriate to effectuate the intent of this Agreement, following an Employee’s death “Employee” shall be deemed to include such person’s
beneficiary or estate and follow such Person’s Disability, “Employee” shall be deemed to include such person’s legal representative.
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