|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 2/26/21 Terminix Global Holdings Inc. 10-K 12/31/20 119:27M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.38M
2: EX-10.12 Material Contract HTML 34K
3: EX-10.42 Material Contract HTML 55K
4: EX-21 Subsidiaries List HTML 49K
5: EX-23 Consent of Expert or Counsel HTML 32K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 34K
16: R1 Document and Entity Information HTML 97K
17: R2 Consolidated Statements of Operations and HTML 151K
Comprehensive Income (Loss)
18: R3 Consolidated Statements of Financial Position HTML 162K
19: R4 Consolidated Statements of Financial Position HTML 46K
(Parenthetical)
20: R5 Consolidated Statements of Stockholders' Equity HTML 87K
21: R6 Consolidated Statements of Cash Flows HTML 179K
22: R7 Basis Of Presentation HTML 47K
23: R8 Significant Accounting Policies HTML 197K
24: R9 Revenues HTML 191K
25: R10 Goodwill And Intangible Assets HTML 182K
26: R11 Income Taxes HTML 372K
27: R12 Acquisitions HTML 156K
28: R13 Discontinued Operations HTML 227K
29: R14 Restructuring And Other Charges HTML 116K
30: R15 Commitments And Contingencies HTML 113K
31: R16 Employee Benefit Plans HTML 36K
32: R17 Long-Term Debt HTML 183K
33: R18 Leases HTML 194K
34: R19 Comprehensive Income (Loss) HTML 248K
35: R20 Supplemental Cash Flow Information HTML 105K
36: R21 Capital Stock HTML 36K
37: R22 Stock-Based Compensation HTML 249K
38: R23 Fair Value Measurements HTML 368K
39: R24 Earnings Per Share HTML 101K
40: R25 Significant Accounting Policies (Policy) HTML 239K
41: R26 Significant Accounting Policies (Tables) HTML 133K
42: R27 Revenues (Tables) HTML 183K
43: R28 Goodwill And Intangible Assets (Tables) HTML 181K
44: R29 Income Taxes (Tables) HTML 364K
45: R30 Acquisitions (Tables) HTML 144K
46: R31 Discontinued Operations (Tables) HTML 211K
47: R32 Restructuring And Other Charges (Tables) HTML 113K
48: R33 Commitments And Contingencies (Tables) HTML 91K
49: R34 Long-Term Debt (Tables) HTML 140K
50: R35 Leases (Tables) HTML 189K
51: R36 Comprehensive Income (Loss) (Tables) HTML 245K
52: R37 Supplemental Cash Flow Information (Tables) HTML 133K
53: R38 Stock-Based Compensation (Tables) HTML 209K
54: R39 Fair Value Measurements (Tables) HTML 353K
55: R40 Earnings Per Share (Tables) HTML 98K
56: R41 Basis Of Presentation (Narrative) (Details) HTML 65K
57: R42 Significant Accounting Policies (Narrative) HTML 73K
(Details)
58: R43 Significant Accounting Policies (Schedule Of HTML 64K
Property And Equipment) (Details)
59: R44 Significant Accounting Policies (Adoption of ASUs, HTML 62K
Changes To Statement Of Stockholder's Equity)
(Details)
60: R45 Revenues (Narrative) (Details) HTML 44K
61: R46 Revenues (Disaggregation Of Revenue) (Details) HTML 49K
62: R47 Revenues (Revenue By Geographic Area) (Details) HTML 42K
63: R48 Revenues (Movement In Deferred Revenue) (Details) HTML 42K
64: R49 Revenues (Compare Of Presentation Of Financial HTML 64K
Statements Under ASC 606 To Under Prior Guidance)
(Details)
65: R50 Goodwill And Intangible Assets (Narrative) HTML 47K
(Details)
66: R51 Goodwill And Intangible Assets (Schedule Of HTML 42K
Goodwill Balances For Continuing Operations By
Reportable Segment And For Other Operations And
Headquarters) (Details)
67: R52 Goodwill And Intangible Assets (Schedule Of Other HTML 61K
Intangible Asset Balances For Continuing
Operations) (Details)
68: R53 Income Taxes (Narrative) (Details) HTML 55K
69: R54 Income Taxes (Components Of Income (Loss) From HTML 44K
Continuing Operations Before Income Taxes)
(Details)
70: R55 Income Taxes (Reconciliation Of Effective Income HTML 64K
Tax Rate) (Details)
71: R56 Income Taxes (Income Tax Expense From Continuing HTML 63K
Operations) (Details)
72: R57 Income Taxes (Deferred Tax Balances) (Details) HTML 63K
73: R58 Income Taxes (Reconciliation Of Unrecognized Tax HTML 45K
Benefits) (Details)
74: R59 Acquisitions (Narrative) (Details) HTML 91K
75: R60 Acquisitions (Preliminary Purchase Price HTML 59K
Allocation) (Details)
76: R61 Acquisitions (Summary Of Pro Forma Consolidated HTML 42K
Financial Information) (Details)
77: R62 Acquisitions (Schedule Of Supplemental Cash Flow HTML 49K
Information Regarding Acquisitions) (Details)
78: R63 Discontinued Operations (Narrative) (Details) HTML 86K
79: R64 Discontinued Operations (Schedule Of Operating HTML 65K
Results Of Discontinued Operations) (Details)
80: R65 Discontinued Operations (Schedule Of Assets And HTML 94K
Liabilities Of Discontinued Operations) (Details)
81: R66 Discontinued Operations (Schedule Of Cash Flows Of HTML 43K
Discontinued Operations) (Details)
82: R67 Restructuring And Other Charges (Narrative) HTML 43K
(Details)
83: R68 Restructuring And Other Charges (Schedule Of HTML 78K
Restructuring Charges) (Details)
84: R69 Restructuring And Other Charges (Schedule Of HTML 41K
Reconciliation Of The Beginning And Ending
Balances Of Accrued Restructuring Charges)
(Details)
85: R70 Commitments And Contingencies (Narrative) HTML 66K
(Details)
86: R71 Commitments And Contingencies (Schedule Of HTML 40K
Reconciliation Of Beginning And Ending Accrued
Self-Insured Claims) (Details)
87: R72 Commitments And Contingencies (Schedule Of HTML 47K
Reconciliation Of Beginning And Ending Accrued
Litigated Claims And Non-Litigated Claims)
(Details)
88: R73 Employee Benefit Plans (Details) HTML 34K
89: R74 Long-Term Debt (Term Loan Facility Narrative) HTML 98K
(Details)
90: R75 Long-Term Debt (Term Loan Facility, Extinguishment HTML 206K
Of Debt And Repurchase Of Notes Narrative)
(Details)
91: R76 Long-Term Debt (Interest Rate Swap Narrative) HTML 47K
(Details)
92: R77 Long-Term Debt (Schedule Of Long-Term Debt) HTML 106K
(Details)
93: R78 Long-Term Debt (Schedule Of Interest Rate Swap HTML 44K
Agreements) (Details)
94: R79 Long-Term Debt (2024 & 2038 Notes Narrative) HTML 47K
(Details)
95: R80 Leases (Narrative) (Details) HTML 52K
96: R81 Leases (Components Of Lease Expense) (Details) HTML 46K
97: R82 Leases (Supplemental Cash Flow Information And HTML 54K
Other Information For Leases) (Details)
98: R83 Leases (Future Minimum Lease Payments Under HTML 80K
Non-Cancellable Leases) (Details)
99: R84 Comprehensive Income (Loss) (Narrative) (Details) HTML 43K
100: R85 Comprehensive Income (Loss) (Summary Of The HTML 79K
Activity In Other Comprehensive Income (Loss), Net
Of The Related Tax Effects) (Details)
101: R86 Comprehensive Income (Loss) (Schedule Of HTML 63K
Reclassifications Out Of Accumulated Other
Comprehensive Income (Loss)) (Details)
102: R87 Supplemental Cash Flow Information (Schedule Of HTML 41K
Supplemental Information Relating To The Unaudited
Condensed Consolidated Statements Of Cash Flows)
(Details)
103: R88 Supplemental Cash Flow Information (Summary Of HTML 42K
Cash And Cash Equivalents And Restricted Cash)
(Details)
104: R89 Capital Stock (Details) HTML 39K
105: R90 Stock-Based Compensation (Narrative) (Details) HTML 148K
106: R91 Stock-Based Compensation (Schedule Of Assumptions HTML 46K
Used To Estimate Value Of Each Option Award)
(Details)
107: R92 Stock-Based Compensation (Summary Of Option HTML 80K
Activity Under The MSIP) (Details)
108: R93 Stock-Based Compensation (Summary Of RSU Activity HTML 57K
Under The MSIP) (Details)
109: R94 Stock-Based Compensation (Summary Of Performance HTML 55K
Share Activity Under The Omnibus Incentive Plan)
(Details)
110: R95 Fair Value Measurements (Narrative) (Details) HTML 70K
111: R96 Fair Value Measurements (Schedule Of The Carrying HTML 68K
Amount And Estimated Fair Value Of The Company's
Financial Instruments That Are Recorded At Fair
Value On A Recurring Basis) (Details)
112: R97 Fair Value Measurements (Schedule Of HTML 47K
Reconciliation Of The Beginning And Ending Fair
Values Of Financial Instruments Valued Using
Significant Unobservable Inputs (Level 3) On A
Recurring Basis) (Details)
113: R98 Fair Value Measurements (Schedule Of Level 3 HTML 47K
Financial Instruments) (Details)
114: R99 Earnings Per Share (Narrative) (Details) HTML 40K
115: R100 Earnings Per Share (Schedule Of Reconciliation Of HTML 69K
The Amounts Included In The Computation Of Basic
Earnings Per Share From Continuing Operations And
Diluted Earnings Per Share From Continuing
Operations) (Details)
117: XML IDEA XML File -- Filing Summary XML 233K
15: XML XBRL Instance -- tmx-20201231x10k_htm XML 7.06M
116: EXCEL IDEA Workbook of Financial Reports XLSX 174K
11: EX-101.CAL XBRL Calculations -- tmx-20201231_cal XML 365K
12: EX-101.DEF XBRL Definitions -- tmx-20201231_def XML 1.27M
13: EX-101.LAB XBRL Labels -- tmx-20201231_lab XML 2.42M
14: EX-101.PRE XBRL Presentations -- tmx-20201231_pre XML 1.87M
10: EX-101.SCH XBRL Schema -- tmx-20201231 XSD 284K
118: JSON XBRL Instance as JSON Data -- MetaLinks 596± 923K
119: ZIP XBRL Zipped Folder -- 0001428875-21-000018-xbrl Zip 521K
| Exhibit 10.42 |
|
|
|
|
|
|
|
Exhibit 10.42 |
xxxxxxxxxx
Dear Bob,
I am pleased to confirm our formal offer of employment to you for the position of Executive Vice President and Chief Financial Officer of Terminix Global Holdings (hereafter referred to as Terminix). The purpose of this letter is to summarize the terms of our offer.
As EVP & CFO, Terminix, you will report to Brett Ponton, Chief Executive Officer of Terminix. Your effective start date will be December 7, 2020.
Base Salary
Your base compensation in this position will be at an annual rate of $650,000. This will be paid on the 15th and last business day of each month.
Annual Incentive Plan (AIP)
In this position, you will be eligible to receive a bonus payment with a target of 85% of your base salary under the Terminix Annual Incentive Plan (“AIP”), subject to Plan funding and other terms and conditions of the Plan. Your eligibility will begin on January 1, 2021.
Equity
Sign-On Equity Award
Upon approval by the Compensation Committee of the Board of Directors, you will receive a Restricted Stock Unit award (“RSU”) with a grant date value of $750,000.
The actual number of RSUs will be determined by dividing the grant date value by the Fair Market Value of Terminix’s common stock on the date of the award. This award will vest in equal installments over two years on the first and second anniversaries of the grant date which will coincide with your effective start date.
Annual Equity Award
Beginning in 2021, you will be eligible to be considered for annual equity awards under the Terminix’s Long Term Incentive (“LTI”) Plan with a target grant date value of 175% of your annual base salary, with the form of such awards to be determined by the Compensation Committee of the Board (currently in March).
Additional information on the LTI Plan, including the Plan documents, will be provided to you upon approval of the awards.
Paid Time Off
You are also eligible for 4 weeks (twenty business days) vacation in addition to personal days, sick time and holidays.
All compensation, including bonus and incentive payments, if applicable, will be subject to applicable payroll deductions. Terminix reserves the right, in its sole discretion, to at any time revise, modify, suspend, or withdraw any compensation, annual bonus, or other incentive plans, as to participation level, payout metrics, eligibility, timing or other features of the plan.
Benefits
Terminix offers you a comprehensive and flexible benefits package that allows you to choose coverage that best meets your needs. Regular, full-time teammates are eligible to participate in medical, dental, vision, disability and life insurance, the legal service plan, flexible spending accounts, and health savings account. Coverage for most plans is effective on the 31st day of employment. The Terminix Life Management Program – Terminix’s EAP – is available to you and your immediate family and household members on your first day of employment.
The Terminix Profit Sharing and Retirement Plan (401(k)) provides you a convenient way to save for retirement. You will be automatically enrolled in the 401(k) at a 3% contribution rate after completing 90 days of service. You may increase, decrease, or stop your 401(k) contributions at any time before or after your automatic contributions to the plan begin.
Additional information on all health and welfare and retirement benefits will be mailed to your home approximately six weeks after your date of hire but is also available at www.servbenefits.com.
Severance Benefits
In the event that your employment with Terminix and its affiliates is terminated at any time by Terminix without Cause or by you for Good Reason (as defined in Appendix A), then Terminix shall, subject to your execution of a separation agreement satisfactory to Terminix, pay the following to you as severance pay:
|
a. |
An amount equal to twelve times your monthly base salary in effect as of your termination date; plus |
|
b. |
An amount equal to your then current year’s AIP target bonus (“Target Bonus”), pursuant to the terms of the then AIP”; plus |
|
c. |
An amount equal to the pro-rata percentage of your then current AIP target bonus (“AIP Bonus”) pursuant to the AIP based on actual Plan year performance, if your termination date is after June 30th, payable when annual bonus is generally payable pursuant to the AIP (currently in March of the following year). |
The monthly base salary and Target Bonus shall be aggregated as a single sum and such sum shall be paid in as part of our normal payroll cycle starting on the first practicable payroll date after your separation agreement has become irrevocable.
Conditions of Employment
This offer of employment is contingent upon your completion of the Company’s standard new-hire on-boarding process for executive team members, including successfully passing a drug-screening test and criminal background check, as well as education verification. This offer is also contingent upon Terminix’s approval of your completed conflict of interest disclosure and verification of the facts you have provided on your application for employment and for I-9 purposes.
This offer of employment is also contingent on your execution of the Terminix Non-Compete/Non-Solicitation/Confidentiality Agreement (enclosed) and your agreement to utilize Terminix’s alternative dispute resolution program We Listen to resolve any and all covered disputes/concerns and to arbitrate such disputes if they are not earlier resolved.
This letter shall not constitute a contract of guaranteed employment for any specified term and your employment status will always be “at-will”, meaning either you or Terminix may terminate the employment relationship at any time, with or without cause.
As a convenience to both you and Terminix, your first day of work may be scheduled before we have received the results of your criminal background check; however, your continued employment by Terminix will be subject to successful completion of the criminal background check.
If you have any questions, please do not hesitate to call me at 805-660-3278. Please return your signed offer letter to me by December 4, 2020.
Bob, we look forward to having you as a key member of the Terminix team. Our success hinges upon the people who make up our organization and we are excited about the strength you will lend to our team.
Sincerely,
/s/ David M. Dart
Chief Human Resources Officer
Terminix
I accept this offer of employment under the terms and conditions set forth above.
|
Signature: |
Date: 11/26/2020 |
Appendix A
Defined Terms:
“Cause” means any of the foregoing:
|
· |
A material breach by you of your duties and responsibilities (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on your part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of Terminix; or |
|
· |
Your indictment for, conviction of or pleading guilty or nolo contendere to either a felony, or misdemeanor, involving any act of fraud, embezzlement, or dishonesty, or any other intentional misconduct by you that adversely and significantly affects the business affairs or reputation of Terminix or an affiliated company; or |
|
· |
Any failure by you to reasonably cooperate with any investigation or inquiry into your business practices, whether internal or external, including, but not limited to your refusal to be deposed or to provide testimony at any trial or inquiry. Terminix will reimburse any reasonable expenses incurred by you as a result of you complying with this paragraph. |
Certain of the foregoing are subject to notice and cure provisions.
“Good Reason” means any of the following without your prior written consent:
|
· |
a material reduction in your position(s), authority or responsibilities; |
|
· |
a material reduction in your annual base salary, target AIP bonus or target LTI opportunity, each as in effect on the start date (or as the same may be increased from time to time thereafter), except for any such reduction by not more than 10% that applies equally to all named executive officers of Terminix; |
|
· |
a material change in the location of your primary worksite, which will be at least more than 50 miles from Terminix’s corporate offices as of the start date; or |
|
· |
any action or inaction by Terminix that constitutes a material breach of the terms of your offer letter. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/26/21 | |||
| For Period end: | 12/31/20 | |||
| 12/7/20 | 3, 4, 8-K | |||
| 12/4/20 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/22 Terminix Global Holdings Inc. 10-K 12/31/21 110:14M |
