Direct
phone: 404.873.8528
Direct
fax: 404.873.8529
E-mail:
stephen.fox@agg.com
www.agg.com
VIA
EDGAR
September
5, 2008
Mr.
Michael McTiernan
Special
Counsel
United
States Securities and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
DC 20549
|
RE:
|
Rollins,
Inc.
|
|
|
File
No. 001-04422
|
|
|
Form
10-K for the year ended December 31,
2007
|
Dear Mr.
McTiernan:
This
letter confirms the Company’s response to our discussion by telephone regarding
our reply letter dated August 5, 2008 to the Staff’s comment letter dated July
22, 2008 about the Company’s Schedule 14A filed March 17, 2008 (the “Proxy
Statement”).
The
Company disclosed in its Compensation Discussion and Analysis (“CD&A”)
portion of its Proxy Statement that it maintained in 2007 a performance-based
bonus plan which included three performance targets related to specific levels
of revenue growth, pre-tax profit growth and pre-tax profit improvement over the
prior year. The CD&A did not disclose the actual quantitative amount of
these performance targets, the actual performance results related to each of
these performance targets, or an analysis of how these results impacted actual
bonus amounts paid to each named executive officer relative to each of these
performance targets.
The
Company intends to revise its disclosure in future filings in response to the
Staff’s comment. With respect to the prior year revenue growth and
pre-tax profit growth performance targets, the Company intends to disclose the
specific amount of each of these performance targets, the actual results the
Company achieved relative to each of these targets, and how the actual results
impacted the amount of the bonus paid with respect to each of these performance
targets including the amount of any resulting bonus payment to each of the named
executive officers attributable to those actual results. With respect to the
prior year pre-tax profit improvement component of the bonus plan, the Company
intends to revise its disclosure to disclose the amount of the pre-tax profit
required to be achieved to earn a bonus under this performance goal, the actual
pre-tax profit results of the Company, and how these results impacted the amount
of any bonus paid with respect to this performance measure to each of the named
executive officers. In addition, the Company intends to disclose the
extent to which discretion can be or has been exercised in awarding bonus
compensation in compliance with Item 402(b)(2)(vi) of Regulation
S-K.
Please
direct any further comments or questions to me at (404) 873-8528.
Sincerely,
ARNALL
GOLDEN GREGORY LLP
/s/ Stephen D. Fox
Stephen
D. Fox
cc: Mr.
Harry J. Cynkus
