Stock-Based Compensation | Note 16 . Stock-Based Compensation In connection with the Company’s initial public offering, the Company’s board of directors and stockholders have adopted the Omnibus Incentive Plan. Prior to the Company’s initial public offering, the Company’s board of directors and stockholders had adopted the MSIP. Upon adoption of the Omnibus Incentive Plan, the Company froze the MSIP and will make no further grants thereunder. However, awards previously granted under the MSIP are unaffected by the termination of the MSIP. The Omnibus Incentive Plan provides for awards in the form of stock options, stock purchase rights, restricted stock, RSUs, performance shares, performance units, stock appreciation rights, dividend equivalents, DSUs and other stock-based awards. The MSIP provided for the sale of shares and DSUs of the Company’s stock to the Company’s executives, officers and other employees and to the Company’s directors as well as the grant of RSUs, performance-based RSUs and options to purchase the Company’s shares to those individuals. DSUs represent a right to receive a share of common stock in the future. The Company’s Compensation Committee selects the Company’s executive officers, employees and directors eligible to participate in the Omnibus Incentive Plan and determines the specific number of shares to be offered or options to be granted to an individual. On February 24, 2015, the Company’s board of directors approved and recommended for approval by the Company’s stockholders the Employee Stock Purchase Plan, which became effective for offering periods commencing July 1, 2015. The Employee Stock Purchase Plan is intended to qualify for the favorable tax treatment under the Code. Under the plan, eligible employees of the Company may purchase common stock, subject to Internal Revenue Service limits, during pre-specified offering periods at a discount established by the Company not to exceed ten percent of the then-current fair market value. On April 27, 2015, the Company’s stockholders approved the Employee Stock Purchase Plan with a maximum of one million shares of common stock authorized for sale under the plan. Under the Employee Stock Purchase Plan, the Company sold 52,051 shares in 2017, 70,063 shares in 2016 and 34,302 shares in 2015 . As a result of the American Home Shield s pin-off described in Note 1 to the consolidated financial statements, the Employee Stock Purchase Plan was suspended effective January 1, 2018. A maximum of 16,396,667 shares of the Company’s stock is authorized for issuance under the MSIP, the Omnibus Incentive Plan and the Employee Stock Purchase Plan, of which, as of December 31, 2017, 7,299,555 shares remain available for future grants. The Company currently intends to satisfy any need for the Company’s shares of common stock associated with the settlement of DSUs, vesting of RSUs, exercise of options or purchase of shares issued under the Omnibus Incentive Plan, MSIP or Employee Stock Purchase Plan through new shares available for issuance or any shares repurchased, forfeited or surrendered from participants in the MSIP and the Omnibus Incentive Plan. All option grants under the Omnibus Incentive Plan and the MSIP have been, and the Company expects that all future option grants will be, non-qualified options with a per-share exercise price no less than the fair market value of one share of the Company’s stock on the grant date. Any stock options granted will generally have a term of ten years and vesting will be subject to an employee’s continued employment. The Company’s Compensation Committee may accelerate the vesting of an option at any time. In addition, vesting of options will be accelerated if the Company experiences a change in control (as defined in the Omnibus Incentive Plan and the MSIP) unless options with substantially equivalent terms and economic value are substituted for existing options in place of accelerated vesting. Vesting of options granted under the Omnibus Incentive Plan and the MSIP will also be accelerated in the event of an employee’s death or disability (as defined in the Omnibus Incentive Plan and the MSIP). Upon termination for cause (as defined in the Omnibus Incentive Plan and the MSIP), all options held by an employee are immediately cancelled. Following a termination without cause, vested options will generally remain exercisable through the earlier of the expiration of their term or three months following termination of employment ( one year in the case of death, disability or retirement at normal retirement age). Unless sooner terminated by the Company’s board of directors, the Omnibus Incentive Plan will remain in effect until June 26, 2024. In 2017, 2016 and 2015 , the Company completed various equity offerings to certain of the Company’s executives, officers and employees pursuant to the Omnibus Incentive Plan. The shares sold and options granted in connection with these equity offerings are subject to and governed by the terms of the Omnibus Incentive Plan. No other shares of common stock were sold by the Company in 2017, 2016 or 2015. Stock Options The Company granted the Company’s executives, officers and employees options to purchase 747,761 ; 684,329 ; and 411,506 shares of th e Company’s common stock in 2017, 2016 and 2015 , respectively, at a weighted-average exercise price of $39.27 per share for options issued in 2017 , $39.54 per share for options issued in 2016 and $32.70 per share for options issued in 2015 . These options are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. The per share purchase price and exercise price was based on the determination by the Company’s Compensation Committee of the fair market value of the Company’s common stock as of the purchase/grant dates. All options granted to date generally will vest in four equal annual installments, subject to an employee’s continued employment. The four -year vesting period is the requisite service period over which compensation cost will be recognized on a straight-line basis for all grants. All options issued are accounted for as equity-classified awards. The value of each option award was estimated on the grant date using the Black-Scholes option valuation model that incorporates the assumptions noted in the following table. For options granted in 2017, 2016 and 2015, the expected volatility was based on historical and implied volatilities of the Company’s publicly traded stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method as outlined by the SEC in Staff Accounting Bulletins No. 107 and 110 as the Company does not have sufficient historical exercise to provide a reasonable basis upon which to estimate expected life due to the limited period of time the Company’s equity shares have been publicly traded. The risk-free interest rates were based on the U.S. Treasury securities with terms similar to the expected lives of the options as of the grant dates. Year Ended December 31, Assumption 2017 2016 2015 Expected volatility 27.7 % 32.3 % 34.1 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life (in years) 6.3 6.3 6.3 Risk-free interest rate 1.83% - 2.29 % 1.25% - 1.46 % 1.50% - 1.83 % The weighted-average grant-date fair value of the options granted during 2017, 2016 and 2015 was $12.45 , $13.58 and $11.91 per option, respectively. During the year ended December 31, 2017 , the Company applied a forfeiture assumption of 18.34 percent per annum in the recognition of the expense related to these options, with the exception of the options held by the Company’s CEO for which the Company has applied a forfeiture rate of zero . The total intrinsic value of stock options exercised during t he years ended December 31, 2017, 2016 and 2015 , was $60 million , $20 million and $25 million , respectively. The total fair value of stock options vested during t he years ended December 31, 2017, 2016 and 2015 , was $6 million , $6 million and $5 million , respectively. A summary of option activity under the MSIP and Omnibus Incent ive Plan as of December 31, 2017 and changes during the year then ended is presented below: Weighted Avg. Aggregate Remaining Weighted Avg. Intrinsic Contractual Stock Exercise Value Term Options Price (in millions) (in years) Total outstanding, December 31, 2016 3,155,344 $ 18.96 $ 60 6.97 Granted to employees 747,761 $ 39.27 Exercised (2,050,978) $ 13.61 Forfeited (726,965) $ 30.38 Expired — $ — Total outstanding, December 31, 2017 1,125,162 $ 34.84 $ 18 8.15 Total exercisable, December 31, 2017 214,369 $ 25.97 $ 5 6.44 RSUs The Company granted the Company’s executives, officers and employees 416,604 ; 267,739 ; and 304,680 RSUs in 2017, 2016 and 2015 , respectively, with weighted-average grant date fair values of $40.51 per unit for 2017 , $39.15 per unit for 2016 and $32.55 per unit for 2015 , which was equivalent to the then current fair value of the Company’s common stock at the grant date. All RSUs out standing as of December 31, 2017 will vest in three equal annual installments, subject to an employee’s continued employment. Upon vesting, each RSU will be converted into one share of the Company’s common stock. The total fair value of RSUs vested during t he years ended December 31, 2017, 2016 and 2015 , was $7 million , $10 million and $7 million , respectively. A summary of RSU activity under the Omnibus Incent ive Plan as of December 31, 2017, and changes during the year then ended is presented below: Weighted Avg. Grant Date RSUs Fair Value Total outstanding, December 31, 2016 439,134 $ 35.63 Granted to employees 416,604 $ 40.51 Vested (184,151) $ 33.71 Forfeited (99,663) $ 38.77 Total outstanding, December 31, 2017 571,924 $ 39.26 Included within the summary of RSU activity above are 162,172 grants of performance RSUs to certain executives who are key to the American Home Shield spin-off transaction. All such performance RSUs are contingent upon the successful completion of the spin-off transaction and subject to the employee’s continued employment. For certain grants, all performance RSUs vest on the date of the spin-off. For the remainder of these grants, the performance RSUs vest one-half on the date of the spin-off and one-half one year subsequent to the date of the spin-off. Performance Shares The Company granted the Company’s executives 120,778 performa nce shares in 2017 with a weighted–average grant date fair value of $38.98 per share and 131,352 performance shares in 2016 with a weighted-average grant date fair value of $39.59 per share, which were equivalent to the then current fair value of the Company’s common stock at the grant date. The performance shares vest at the end of a three -year period based on the achievement of a cumulative adjusted EPS target established at the grant date and subject to an executive’s continued employment. As the performance shares contain a performance condition, stock-based compensation expense, net of estimated forfeitures, is recorded over the requisite service period based on the number of awards expected to vest. No performance shar es were granted in 2015 . A summary of performance share activity under the Omnibus Incent ive Plan as of December 31, 2017, and changes during the year then ended is presented below: Weighted Avg. Performance Grant Date Shares Fair Value Total outstanding, December 31, 2016 109,881 $ 39.59 Granted to executives 120,778 $ 38.98 Forfeited (136,731) $ 39.55 Total outstanding, December 31, 2017 93,928 $ 38.86 Stock-based compensation expense During t he years ended December 31, 2017, 2016 and 2015 , the Company recognized stock-based compensation expense of $12 million ( $7 million , net of tax), $13 million ( $8 million , net of tax) and $10 million ( $6 million , net of tax), respectively. These charges are recorded within Selling and administrative expenses in the consolidated statements of operations and comprehensive income. Additionally, during the year s ended December 31, 2017 and 2016 , the Company recognized $ 5 million and $3 million, respectively, of stock-based compensation expense due to the modification of non-vested stock options and RSUs as part of the severance agreements with the former CEO (2017) and president of Terminix (2016), which has been included in Restructuring charges in the consolidated statements of operations and comprehensive income. There were no award modifications in 2015. As of December 31, 2017 , there was $26 million of total unrecognized compensation costs related to non-vested stock options, RSUs and performance shares granted under the MSIP and Omnibus Incentive Plan. These remaining costs are expected to be recognized over a weighted-average period of 1.89 years. |