American Home Shield 2013 Annual Report Download - page 210

Exhibit A
As used in this Agreement, the following terms shall have the respective meanings set forth below:
(a) “Cause” means:
(1) a material breach by Executive of his duties and responsibilities (other than as a result of incapacity due to physical or mental illness) which is
demonstrably willful and deliberate on Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best
interests of the Company and which is not remedied within thirty (30) days after receipt of written notice from the Company specifying such breach;
or
(2) the commission by Executive of a felony or misdemeanor (whether or not a felony) involving any act of fraud, embezzlement, or dishonesty, or
any other intentional misconduct by Executive that adversely and significantly affects the business affairs or reputation of the Company or an
affiliated company; or
(3) any failure by Executive to cooperate with any investigation or inquiry into Executive’s business practices, whether internal or external, including,
but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry.
(b) “Good Reason” means, without Executive’s consent, the occurrence of any of the following events:
1. any of (i) the reduction in any material respect in Executive’s position(s), authorities or responsibilities as Senior Vice President, Finance of the
TruGreen business, or (ii) any failure to re-appoint Executive to serve as Senior Vice President, Finance of a business unit of the Company; or
2. a reduction in Executive’s Base Salary or target annual bonus percentage, each as in effect on the date hereof or as the same maybe increased from
time to time thereafter, other than reductions that are proportionate to reductions applicable to other senior executives of the Company.
If Executive determines that Good Reason exists, Executive must notify ServiceMaster and/or TruGreen in writing, within ninety (90) days following
Executive’s knowledge of the first event which Executive determines constitutes Good Reason, or such event shall not constitute Good Reason under the terms
of Executive’s employment. If ServiceMaster and/or TruGreen remedies such event within thirty (30) days following receipt of such notice, Executive may not
terminate employment for Good Reason as a result of such event.