American Home Shield 2012 Annual Report Download - page 214

“Grant Date” has the meaning given in the Preamble.
“Performance Target” has the meaning given in Section 2(a).
“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
4
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 or credited in book-entry form 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.
“Vesting Date” has the meaning given in Section 2(a).
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 instrument of the Company or any of its Subsidiaries or to the extent that, following a Public
Offering, a facility is in place by which the Employee may sell Settlement Shares in the public market to satisfy such obligations.
(b) Limitation of Benefits. If, whether as a result of accelerated vesting, the grant of an Alternative Award or otherwise, the Employee
would receive any payment, deemed payment or other benefit as a result of the operation of Section 2(b) that, together with any other payment,
deemed payment or other benefit the Employee may receive under any other plan, program, policy or arrangement, would constitute an “excess
parachute payment” under section 280G of the Code, then, notwithstanding anything in this Agreement to the contrary, the payments, deemed
payments or other benefits the Employee would otherwise receive under Section 2(b) shall be reduced to the extent necessary to eliminate any such
excess
5
parachute payment and the Employee shall have no further rights or claims with respect thereto. If the preceding sentence would result in a reduction
of the payments, deemed payments or other benefits the Employee would otherwise receive under this Agreement (together with any reductions under
any other plan, program, policy or arrangement) on an after-tax basis by more than 5%, the Company will use its commercially reasonable best
efforts to seek the approval of the Company’s shareholders in the manner provided for in section 280G(b)(5) of the Code and the regulations
thereunder with respect to such reduced payments or other benefits (if the Company is eligible to do so), so that such payments would not be treated
as “parachute payments” for these purposes (and therefore would cease to be subject to reduction pursuant to this Section 8(b)); provided, however,
that if the Company seeks such approval on behalf of the Employee, the Company’s request for the approval of such payments to the Employee
shall be submitted to the shareholders on a single slate with all other persons for whom such approval is being sought, and not individually. This
Section 8(b) shall cease to apply if the stock of the Company or any direct or indirect parent or subsidiary of the Company becomes readily tradable
on an established securities market or otherwise within the meaning of 26 CFR 1.280G-1, Q/A-6.
(c) Authorization to Share Personal Data. The Employee authorizes any Affiliate of the Company that employs the Employee or that
otherwise has or lawfully obtains personal data relating to the Employee to divulge such personal data to the Company if and to the extent appropriate
in connection with this Agreement or the administration of the Plan.