American Home Shield 2013 Annual Report Download - page 217

waiver of such provision or right or any other provision or right of this Agreement. References to “hereunder”, “hereto” or “herein” shall be deemed to be
references to this Agreement as a whole and as amended from time to time.
(e) Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Tennessee without regard to the principle of conflicts of laws. The invalidity or enforceability of
any provision of this Agreement shall not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions shall
remain in full force and effect.
(f) Mandatory Arbitration of Disputes . Executive acknowledges that he is subject to the We Listen Dispute Resolution Plan and agrees that
any and all disputes or complaints must be resolved solely by resort to We Listen which includes a waiver of any right to bring a case in court or to a jury.
(g) No Guarantee of Continued Employment . This Agreement shall not constitute an employment contract for a fixed term or otherwise change
Executive’s status as an at-will employee. No provision of this Agreement shall be construed to impair the right of the Company and Executive to elect to
terminate Executive’s employment at any time and for any reason or no reason.
(h) Counsel. Executive acknowledges that he has been advised to consult his own legal counsel, financial and tax advisors, and has had an
opportunity to consult them before signing this Agreement.
(i) Income Taxation: Executive understands that the Company has not provided any advice regarding the tax liability resulting from this
Agreement and he shall not rely upon any representations or policies of the Company related to taxation. Executive is advised to seek the advice of his own
personal tax advisor or counsel as to the taxability of the Severance Pay. The Company specifically disclaims that it has responsibility for the proper
calculation or payment of any taxes which may be due other than for standard statutory withholding. For purposes of any payment under this Agreement that
constitutes deferred compensation subject to Section 409A of the Code, “termination of employment” and correlative phrases, mean a “separation from
service” as defined in Treasury Regulation section 1.409A-1(h), other than a termination upon Executive’s death. The payments pursuant to this Agreement
are intended to be exempt from Section 409A to the maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulation
section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation section 1.409A-1(b)(4). If Executive is subject to Section 409A, he shall
be solely responsible for any such taxes which would result in the imposition of additional tax under Section 409A. All separation benefits will be payable in
accordance with the payment schedule applicable to each payment or benefit, and any discretion as to the timing of such payment shall be exercised solely by
the Company. For these purposes, each installment payment and benefit payable under this Agreement is hereby designated as a separate payment and will not
collectively be treated as a single payment.
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