American Home Shield 2013 Annual Report Download - page 215

If Executive’s employment is terminated by the Company for “Cause” (defined in Exhibit A hereto) or Executive terminates his employment without “Good
Reason” (defined in Exhibit A hereto), the Company shall not be obligated to make any payments hereunder. In addition, if on the Termination Date, (x)
Executive is a “specified employee,” as defined in Treasury Regulation Section 1.409A-1(i) and determined using the identification methodology selected by the
Company from time to time, or if none, the default methodology and (y) any stock of the Company or an affiliate thereof is publicly traded on an established
securities market or otherwise, then any or all amounts payable under this Agreement on account of such termination of employment that would (but for this
provision) be payable within six months following the Termination Date, shall instead be paid in a lump sum on the first day of the seventh month following
the Termination Date or, if earlier, upon Executive’s death, except to the extent of amounts that are not subject to the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “ Code”).
(b) Recoupment. Executive agrees that he shall be subject to such “clawback” or “recoupment” policies as may be adopted by the Company’s
Board of Directors for senior executives or named executive officers generally from time to time.
(c) Executive’s entitlements under all other compensation or benefit plans, programs or policies of the Company and its affiliates shall be
governed by their respective plan documents and are not modified or changed by this Agreement. Without limiting the generality of the preceding sentence, to
the extent necessary for compliance with Section 409A of the Code, the applicable provision relating to time and form of payment under any deferred
compensation plan shall control over the any provision relating to time and form of payment under this Agreement.
2. Additional Severance Conditions.
(a) Release; Non-competition. In the event the Company is obligated to make payments pursuant to this Agreement, it shall be a condition to
such payments that Executive must, within 22 days after the Termination Date, enter into a severance agreement in accordance with the Company’s then
current practice, which shall include (a) a general release waiving any and all claims against the Company, its subsidiaries, their affiliates and their respective
officers, directors, employees, agents, representatives, stockholders, members and partners, (excluding claims for indemnification and claims based on
Executive’s purchased stock of the Company, subject to the applicable stock purchase or option agreement), (b) a 12-month non-compete and non-solicitation
provision consistent with the Company’s then current practice, and (c) perpetual confidentiality and non-disparagement clauses.
(b) Notice of Termination. Executive shall provide the Company with thirty (30) days’ advance written notice of his intention to terminate his
employment for any reason. In such event, the Company may elect to waive all or any portion of such notice and deem the termination to be immediately
effective.
(c) Covenants. Executive is currently bound by the following policies and agreements, which shall not be amended nor superseded by this
Agreement: