Exhibit 10.20
THE SERVICEMASTER COMPANY
2001 DIRECTORS STOCK PLAN
(As Approved by Stockholders -April 27, 2001;
Amended and Restated Effective January 24, 2003)
I. INTRODUCTION
1.1. Purposes. The purposes of this 2001 Directors Stock Plan (this "Plan") of
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The ServiceMaster Company, as amended and restated effective January 24, 2003,
are (1) to align the interests of ServiceMaster's stockholders and Non-Employee
Directors by increasing the proprietary interest of Non-Employee Directors in
ServiceMaster's growth and success, (2) to advance the interests of
ServiceMaster by attracting and retaining individuals to serve as directors of
ServiceMaster, and (3) to motivate Non-Employee Directors to act in the
long-term best interests of ServiceMaster and its stockholders.
1.2. Definitions.
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"Agreement" means the written agreement evidencing an award under this
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Plan.
"Board" means the Board of Directors of ServiceMaster.
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"Bonus Stock" means shares of Common Stock which are not subject to a
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Restriction Period or Performance Measures.
"Bonus Stock Award" means an award of Bonus Stock under this Plan.
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"Change in Control" has the meaning set forth in Section 4.6(b).
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"Common Stock" means the common stock of ServiceMaster.
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"Corporate Transaction" has the meaning set forth in Section 4.6(b)(3).
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"Elective Option" means an Option granted under Section 2.2.
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"Exchange Act" means the Securities Exchange Act of 1934, as amended.
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"Fair Market Value" means the average of the closing transaction
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prices, as reported in the New York Stock Exchange Composite Transactions,
of a share of Common Stock for the five-day period ended on or immediately prior
to the date as of which such value is being determined; provided, however, that
Fair Market Value may be determined by ServiceMaster by whatever means or method
as ServiceMaster, in the good faith exercise of its discretion, shall at such
time deem appropriate.
"Incumbent Board" has the meaning set forth in Section 4.6(b)(2).
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"Mature Shares" means previously-acquired shares of Common Stock for
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which the holder thereof has good title, free and clear of all liens and
encumbrances and which such holder either (1) has held for at least six months
or (2) has purchased on the open market.
"Non-Employee Director" means any director of ServiceMaster
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who is not an officer or employee of ServiceMaster or any subsidiary of
ServiceMaster.
"Option" means an option to purchase shares of Common Stock granted
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under Section 2.1 or 2.2.
"Outstanding Common Stock" has the meaning set forth in Section 4.6(b)(1).
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"Outstanding Voting Securities" has the meaning set forth in Section
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4.6(b)(1).
"Performance Measures" means the criteria and objectives, established by
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the Board, which shall be satisfied (1) as a condition to the exercisability of
all or a portion of an Option, (2) as a condition to the grant of a Stock Award
or (3) during the applicable Restriction Period as a condition to the
Non-Employee Director's receipt of the shares of Common Stock subject to a
restricted Stock Award. Such criteria and objectives may include, but are not
limited to, the attainment by a share of Common Stock of a specified Fair Market
Value for a specified period of time, earnings per share, return to stockholders
(including dividends), return on equity, earnings of ServiceMaster, revenues,
market share, cash flow or cost reduction goals, or any combination of the
foregoing and any other criteria and objectives established by the Board.
The Board may amend or adjust the Performance Measures or other terms and
conditions of an outstanding award in recognition of unusual or nonrecurring
events affecting ServiceMaster or its financial statements or changes in law or
accounting principles.
"Person" has the meaning set forth in Section 4.6(b)(1).
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"Pooling Transaction" has the meaning set forth in Section 4.6(c).
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"Restricted Stock" means shares of Common Stock which are subject to a
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Restriction Period.
"Restricted Stock Award" means an award of Restricted Stock under this
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Plan.
"Retainer/Fees" means the annual retainer fee and meeting attendance fees
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payable to Non-Employee Directors for service as a member of the Board or a
committee of the Board.
"Restriction Period" means the period set forth in an Agreement during
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which the Common Stock subject to a Restricted Stock Award may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of, except
as provided in this Plan or the related Restricted Stock Award Agreement.
"Stock Award" means a Restricted Stock Award or Bonus Stock Award.
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1.3. Administration. This Plan shall be administered by the Board or a committee
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designated by the Board. Any one or a combination of the following awards may be
made under this Plan to Non-Employee Directors: (1) Options, (2) Restricted
Stock Awards and (3) Bonus Stock Awards. The Board shall, subject to the terms
of this Plan, select Non-Employee Directors for participation in this Plan and
determine the form and timing of each award, the number of shares of Common
Stock subject to each award, the purchase price associated with each Option, and
all other terms and conditions of each award, including, without limitation, the
form of the Agreement evidencing each award. The Board may, in its sole
discretion and for any reason at any time, take action such that (i) any or all
outstanding Options shall become exercisable in part or in full and (ii) all or
a portion of the Restriction Period applicable to any outstanding Restricted
Stock Award shall lapse. The Board shall, subject to the terms of this Plan,
interpret this Plan and the application thereof, establish rules and regulations
it deems necessary or desirable for the administration of this Plan. All such
interpretations, rules and regulations shall be final, binding and conclusive.
1.4. Eligibility. All Non-Employee Directors shall be eligible to participate in
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this Plan.
1.5. Shares Available. Subject to adjustment as provided in Section 4.5, (1)
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300,000 shares of Common Stock shall be available under this Plan during each
calendar year for the grant of Options under Section 2.1 and Stock Awards and
(2) 400,000 shares of Common Stock shall be available under this Plan during
each calendar year for the grant of Elective Options under Section 2.2. Shares
of Common Stock shall be made available from authorized and unissued shares of
Common Stock, or authorized and issued shares of Common Stock reacquired and
held as treasury shares or otherwise or a combination thereof.
II. STOCK OPTIONS
2.1. General. The Board may, in its discretion, grant Options to such
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Non-Employee Directors as may be selected by the Board. Options shall be subject
to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of this Plan, as the Board shall
deem advisable:
(a) Number of Shares. The number of shares of Common Stock subject to an
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Option shall be determined by the Board.
(b) Purchase Price and Exercise. The purchase price per share of Common
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Stock shall not be less than 100% of the Fair Market Value of a share of Common
Stock on the date of grant of the Option. The Board shall determine the period
during which an Option, or any portion of an Option, may be exercised. The Board
may, in its discretion, establish Performance Measures which shall be satisfied
as a condition to the grant of an Option or to the exercisability of all or a
portion of an Option.
(c) Termination of Service. All terms relating to the exercise,
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cancellation or other disposition of an Option upon a termination of service as
a director of ServiceMaster, whether by reason of disability, retirement, death
or any other reason, shall be determined by the Board.
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2.2. Elective Options. In addition to Options that may be granted pursuant to
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Section 2.1, each Non-Employee Director may from time to time elect, in
accordance with procedures specified by ServiceMaster, to receive Elective
Options in lieu of all or part of such Non-Employee Director's Retainer/Fees.
Elective Options shall be subject to the following terms and conditions and
shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Board shall deem advisable:
(a) Number of Shares. The number of shares of Common Stock subject to an
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Elective Option shall equal the number determined by dividing (1) the amount of
Retainer/Fees for any period specified by ServiceMaster that the Non-Employee
Director has elected to forego by (2) 15% of the Fair Market Value of a share of
Common Stock on the date of grant.
(b) Purchase Price and Exercise. The purchase price per share of Common
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Stock subject to an Elective Option shall equal to 85% of the Fair Market Value
of a share of Common Stock on the date of grant. Each Elective Option shall be
fully exercisable on and after the date of grant and shall expire ten years
after the date of grant without regard to whether the Non-Employee Director
receiving such Elective Option shall remain a member of the Board during that
ten-year period.
2.3. Method of Exercise. An exercisable Option, or portion thereof, may be
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exercised only with respect to whole shares of Common Stock. An Option may be
exercised by giving written notice to ServiceMaster specifying the number of
whole shares of Common Stock to be purchased and accompanied by payment therefor
in full (or arrangement made for such payment to ServiceMaster's satisfaction)
either (1) in cash, (2) by delivery (either actual delivery or by attestation
procedures established by ServiceMaster) of Mature Shares having an aggregate
Fair Market Value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise or (3) in cash by a
broker-dealer acceptable to ServiceMaster to whom the Non-Employee Director has
submitted an irrevocable notice of exercise of the Option. Any fraction of a
share of Common Stock which would be required to pay the purchase price shall be
disregarded and the remaining amount due shall be paid in cash by the
Non-Employee Director. No certificate representing Common Stock shall be
delivered until the full purchase price has been paid (or arrangement made for
such payment to ServiceMaster's satisfaction).
2.4. Death. If a Non-Employee Director dies prior to the expiration of the term
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of an Option, the Option may thereafter be exercised by the Non-Employee
Director's executor, administrator, legal representative, beneficiary or similar
person until and including the expiration date of the term of the Option.
III. STOCK AWARDS
3.1. Stock Awards. The Board may, in its discretion, grant Stock Awards to
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Non-Employee Directors as may be selected by the Board. The Agreement relating
to a Stock Award shall specify whether the Stock Award is a Restricted Stock
Award or Bonus Stock Award.
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3.2. Terms of Stock Awards. Stock Awards shall be subject to the following terms
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and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Board shall deem advisable.
(a) Number of Shares and Other Terms. The number of shares of Common Stock
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subject to a Restricted Stock Award or Bonus Stock Award and the Performance
Measures (if any) and Restriction Period applicable to a Restricted Stock Award
shall be determined by the Board.
(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock
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Award shall provide, in the manner determined by the Board, in its discretion,
and subject to the provisions of this Plan, for the vesting of the shares of
Common Stock subject to such award (1) if specified Performance Measures are
satisfied during the Restriction Period or (2) if the Non-Employee Director who
is granted such award continues to serve as a member of the Board during the
Restriction Period and for the forfeiture of all or a portion of the shares of
Common Stock subject to such award (x) if specified Performance Measures are not
satisfied during the Restriction Period or (y) if the Non-Employee Director who
is granted such award does not continue to serve as a member of the Board during
the Restriction Period.
Bonus Stock Awards shall not be subject to any Performance Measures or
Restriction Periods.
(c) Share Certificates. During the Restriction Period, a certificate(s)
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representing a Restricted Stock Award may be registered in the holder's name or
a nominee name at the discretion of ServiceMaster and may bear a legend
indicating that the ownership of the shares of Common Stock represented by such
certificate is subject to the restrictions, terms and conditions of this Plan
and the Agreement relating to the Restricted Stock Award. As determined by
ServiceMaster, all certificates registered in the holder's name shall be
deposited with ServiceMaster, together with stock powers or other instruments of
assignment (including a power of attorney), each endorsed in blank with a
guarantee of signature if deemed necessary or appropriate by ServiceMaster,
which would permit transfer to ServiceMaster of all or a portion of the shares
of Common Stock subject to the Restricted Stock Award in the event such award is
forfeited in whole or in part. Upon termination of any applicable Restriction
Period (and the satisfaction of applicable Performance Measures), or upon the
grant of a Bonus Stock Award, a certificate or certificates evidencing ownership
of the requisite number of shares of Common Stock shall be delivered to the
Non-Employee Director.
(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set
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forth in, and subject to the terms and conditions of, a Restricted Stock Award,
the holder of such award shall have all rights as a stockholder of
ServiceMaster, including, but not limited to, voting rights, the right to
receive dividends and the right to participate in any capital adjustment
applicable to all holders of Common Stock; provided, however, that a
distribution with respect to shares of Common Stock, other than a regular cash
dividend, shall be deposited with ServiceMaster and shall be subject to the same
restrictions as the shares of Common Stock with respect to which such
distribution was made.
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3.3 Termination of Service. All of the terms relating to the satisfaction of
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Performance Measures and the termination of the Restriction Period relating to a
Restricted Stock Award, or any forfeiture and cancellation of such award upon a
termination of service as a director of ServiceMaster, whether by reason of
disability, retirement, death or any other reason, shall be determined by the
Board.
IV. GENERAL
4.1. Effective Date and Term of Plan. The Plan, as amended and restated, shall
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be effective January 24, 2003, and shall constitute an amendment and restatement
of the 2001 Directors Stock Plan, as approved by stockholders on April 27, 2001.
This Plan shall terminate on April 27, 2011, unless terminated earlier by the
Board. Termination of this Plan shall not affect the terms or conditions of any
award granted prior to termination.
4.2. Amendments. The Board may amend this Plan as it shall deem advisable,
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subject to any requirement of stockholder approval required by applicable law,
rule or regulation. No amendment may impair the rights of a holder of an
outstanding award without the consent of such holder.
4.3. Agreement. No award shall be valid until an Agreement is executed by
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ServiceMaster and the Non-Employee Director who received such award and, upon
execution by each party and delivery of the Agreement to ServiceMaster, such
award shall be effective as of the effective date set forth in the Agreement.
4.4. Non-Transferability of Awards. Unless otherwise specified in the Agreement
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relating to an award, no award (other than a Bonus Stock Award) shall be
transferable other than by will, the laws of descent and distribution or
pursuant to beneficiary designation procedures approved by ServiceMaster. Except
to the extent permitted by the foregoing sentence or the Agreement relating to
an award, each award may be exercised or settled during the Non-Employee
Director's lifetime only by the Non-Employee Director or the Non-Employee
Director's legal representative or similar person. Except to the extent
permitted by the second preceding sentence or the Agreement relating to an
award, no award may be sold, transferred, assigned, pledged, encumbered or
otherwise disposed of (whether by operation of law or otherwise) or be subject
to execution, attachment or similar process. Upon any attempt to so sell,
transfer, assign, pledge, encumber or otherwise dispose of any such award, such
award and all rights thereunder shall immediately become null and void.
4.5. Adjustment. In the event of any stock split, stock dividend,
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recapitalization, reorganization, merger, consolidation, combination, exchange
of shares, liquidation, spin-off or other similar change in capitalization or
event, or any distribution to holders of Common Stock other than a regular cash
dividend, the number and class of securities available under this Plan, the
number and class of securities subject to each outstanding Option and the
purchase price per security, and the number and class of securities subject to
each outstanding Restricted Stock Award, shall be appropriately adjusted by the
Board, such adjustments to be made in the case of outstanding Options without an
increase in the aggregate purchase price. The decision of the Board regarding
any such adjustment shall be final, binding and conclusive. If any such
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adjustment would result in a fractional security being (a) available under this
Plan, such fractional security shall be disregarded, or (b) subject to an award
under this Plan, ServiceMaster shall pay the holder of such award, in connection
with the vesting of a Restricted Stock Award or exercise of an Option in whole
or in part occurring after such adjustment, an amount in cash determined by
multiplying (i) the fraction of such security (rounded to the nearest hundredth)
by (ii) the excess, if any, of (A) the Fair Market Value on the vesting or
exercise date over (B) the exercise price, if any, of such award.
4.6. Change in Control.
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(a) (1) Notwithstanding any provision in this Plan or any Agreement to the
contrary, in the event of a Change in Control pursuant to Section (b)(3) or (4)
below in connection with which holders of Common Stock may receive consideration
consisting solely of shares of stock that are registered under Section 12 of the
Exchange Act (and disregarding the payment of cash in lieu of fractional
shares), (i) all outstanding Options shall immediately become exercisable in
full, (ii) the Restriction Period applicable to any outstanding Restricted Stock
Award shall lapse, (iii) the Performance Measures applicable to any Restricted
Stock Award shall be deemed to be satisfied at the maximum level and (iv) there
shall be substituted for each share of Common Stock available under this Plan,
whether or not then subject to an outstanding award, the number and class of
shares into which each outstanding share of Common Stock shall be converted
pursuant to such Change in Control. In the event of any such substitution, the
purchase price per share in the case of an Option shall be appropriately
adjusted by the Board (whose determination shall be final, binding and
conclusive), such adjustments to be made without an increase in the aggregate
purchase price.
(2) Notwithstanding any provision in this Plan or any Agreement to the
contrary, in the event of a Change in Control pursuant to Section (b)(1) or (2)
below, or in the event of a Change in Control pursuant to Section (b)(3) or (4)
below as to which (a)(1) above does not apply, each outstanding award shall be
surrendered to ServiceMaster by the holder thereof, and each such award shall
immediately be canceled by ServiceMaster, and the holder shall receive, within
ten days of the occurrence of a Change in Control, a cash payment from
ServiceMaster in an amount equal to (i) in the case of an Option, the number of
shares of Common Stock then subject to such option, multiplied by the excess, if
any, of the greater of (A) the highest per share price offered to stockholders
of ServiceMaster in any transaction whereby the Change in Control takes place or
(B) the Fair Market Value of a share of Common Stock on the date of occurrence
of the Change in Control, over the purchase price per share of Common Stock
subject to the Option, (ii) in the case of a Restricted Stock Award, the number
of shares of Common Stock then subject to such award, multiplied by the greater
of (A) the highest per share price offered to stockholders of ServiceMaster in
any transaction whereby the Change in Control takes place or (B) the Fair Market
Value of a share of Common Stock on the date of occurrence of the Change in
Control. ServiceMaster may, but is not required to, cooperate with any person
who is subject to Section 16 of the Exchange Act to assure that any cash payment
in accordance with the foregoing to such person is made in compliance with
Section 16 and the rules and regulations thereunder.
(b) "Change in Control" means:
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(1) the acquisition by any individual, entity or group (a "Person"),
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including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the Exchange Act, of 25% or more of either (i) the then
outstanding shares of Common Stock (the "Outstanding Common Stock") or (ii) the
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combined voting power of the then outstanding securities of ServiceMaster
entitled to vote generally in the election of directors (the "Outstanding Voting
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Securities"); excluding, however, the following: (A) any acquisition directly
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from ServiceMaster (excluding any acquisition resulting from the exercise of an
exercise, conversion or exchange privilege unless the security being so
exercised, converted or exchanged was acquired directly from ServiceMaster), (B)
any acquisition by ServiceMaster, (C) any acquisition by an employee benefit
plan (or related trust) sponsored or maintained by ServiceMaster or any entity
controlled by ServiceMaster or (D) any acquisition by any entity pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of
this Section 4.6(b); provided further, that for purposes of clause (B), if any
Person (other than ServiceMaster or any employee benefit plan (or related trust)
sponsored or maintained by ServiceMaster or any entity controlled by
ServiceMaster) shall become the beneficial owner of 25% or more of the
Outstanding Common Stock or 25% or more of the Outstanding Voting Securities by
reason of an acquisition by ServiceMaster, and such Person shall, after such
acquisition by ServiceMaster, become the beneficial owner of any additional
shares of the Outstanding Common Stock or any additional Outstanding Voting
Securities, in either case other than pursuant to a stock split, stock dividend
or similar transaction, and such beneficial ownership is publicly announced,
such additional beneficial ownership shall constitute a Change in Control;
(2) individuals who, as of April 28, 2001 constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
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Board; provided, however, that any individual who becomes a director of
ServiceMaster subsequent to April 27, 2001 whose election, or nomination for
election by ServiceMaster's stockholders, was approved by the vote of at least
two-thirds of the directors then comprising the Incumbent Board shall be deemed
a member of the Incumbent Board; and provided further, that any individual who
was initially elected as a director of ServiceMaster as a result of an actual or
threatened solicitation by a Person or group for the purpose of opposing a
solicitation by any other Person or group with respect to the election or
removal of directors, or any other actual or threatened solicitation of proxies
or consents by or on behalf of any Person other than the Board shall not be
deemed a member of the Incumbent Board;
(3) the consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of ServiceMaster
(a "Corporate Transaction"); excluding, however, a Corporate Transaction
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pursuant to which (i) all or substantially all of the individuals or entities
who are the beneficial owners, respectively, of the Outstanding Common Stock and
the Outstanding Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the outstanding securities entitled to vote generally in the election
of directors (or similar persons), as the case may be, of the entity resulting
from such Corporate Transaction (including, without limitation, an entity which
as a result of such transaction owns ServiceMaster or all or substantially all
of ServiceMaster's assets either directly or indirectly) in substantially the
same proportions relative to each other as their
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ownership, immediately prior to such Corporate Transaction, of the Outstanding
Common Stock and the Outstanding Voting Securities, as the case may be,
(ii) no Person (other than: ServiceMaster; any employee benefit plan
(or related trust) sponsored or maintained by ServiceMaster or any entity
controlled by ServiceMaster; and any Person which beneficially owned,
immediately prior to such Corporate Transaction, directly or indirectly,
25% or more of the Outstanding Common Stock or the Outstanding Voting
Securities, as the case may be) will beneficially own, directly or indirectly,
25% or more of, respectively, the outstanding shares of common stock of the
entity resulting from such Corporate Transaction or the combined voting
power of the outstanding securities of such entity entitled to vote generally
in the election of directors and (iii) individuals who were members of the
Incumbent Board will constitute at least a majority of the members of the
board of directors (or similar body) of the entity resulting from such Corporate
Transaction; or
(4) the consummation of a plan of complete liquidation or dissolution of
ServiceMaster.
(c) Notwithstanding the exercise period(s) of any Option set forth in this
Plan or in any Agreement and notwithstanding the expiration date of the term of
any Option, in the event ServiceMaster is involved in a business combination
which is intended to be treated as a pooling of interests for financial
accounting purposes (a "Pooling Transaction"), pursuant to which a Non-Employee
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Director receives a substitute option to purchase securities of any entity,
including an entity directly or indirectly acquiring ServiceMaster, then each
Option (or option in substitution thereof) held by such Non-Employee Director
shall be exercisable to the extent set forth in this Plan or the related
Agreement until and including the latest of (x) the expiration date of the term
of the Option or, in the event of such Non-Employee Director's termination of
service as a director of ServiceMaster, the date determined pursuant to this
Plan or the related Agreement, (y) the date which is nine months after the
consummation of such business combination and (z) the date which is 90 days
after the date of expiration of any period during which such Non-Employee
Director may not dispose of a security issued in the Pooling Transaction in
order for the Pooling Transaction to be accounted for as a pooling of interests.
4.7. Rights as Stockholder. No person shall have any right as a stockholder of
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ServiceMaster with respect to any shares of Common Stock or other equity
security of ServiceMaster which is subject to an award hereunder unless and
until such person becomes a stockholder of record with respect to such shares of
Common Stock or equity security.
4.8. Designation of Beneficiary. A holder of an award may file with the
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Corporate Secretary a written designation of one or more persons as such
holder's beneficiary or beneficiaries (both primary and contingent) in the event
of the holder's death. To the extent an outstanding Option granted hereunder is
exercisable, such beneficiary or beneficiaries shall be entitled to exercise
such Option.
Each beneficiary designation shall become effective only when filed in
writing with the Corporate Secretary during the holder's lifetime on a form
prescribed by ServiceMaster. The filing with the Corporate Secretary of a new
beneficiary designation shall cancel all previously filed beneficiary
designations.
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If a holder fails to designate a beneficiary, or if all designated
beneficiaries of a holder predecease the holder, then each outstanding Option
held by such holder, to the extent exercisable, may be exercised by such
holder's executor, administrator, legal representative or similar person.
4.9. Governing Law. This Plan, each award hereunder and the related Agreement,
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and all determinations made and actions taken pursuant thereto shall be governed
by the laws of the State of Delaware and construed in accordance therewith
without giving effect to principles of conflicts of laws.
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