American Home Shield 2013 Annual Report Download - page 224

Section 4. Restriction on Transfer of Shares.
(a) In General. Prior to the first to occur of a Public Offering and the third anniversary of the Closing, the Director shall not Transfer any
of the Shares other than (i) upon the Director’s death by will or by the laws of descent and distribution, ( ii) repurchases by the Company (or an
assignee thereof) or the CD&R Investors pursuant to Section 5 hereof, ( iii) pursuant to Section 6 or Section 7 hereof, or ( iv) with the Company’s
consent. Shares may only be Transferred in a manner that complies with all applicable securities laws and, if the Company so requests, prior to
any attempted Transfer, the Director shall provide to the Company at the Director’s expense such information relating to the compliance of such
proposed Transfer with the terms of this Agreement and applicable securities laws as the Company shall reasonably request, which may include an
opinion in form and substance reasonably satisfactory to the Company of counsel regarding such securities law or other matters as the Company
shall request (such counsel to be reasonably satisfactory to the Company).
(b) No Transfer That Would Result In Registration Requirements. Prior to a Public Offering, the Shares may not be Transferred if such
Transfer would result in the Company becoming subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (or other similar
provision of non-U.S. law) or would increase the risk that the Company would be subject to such reporting requirements as determined by the
Company in its sole and absolute discretion. Any purported Transfer in violation of Section 4(a) or this Section 4(b) shall be void ab initio.
Section 5. Options Effective on Termination of Employment Prior to a Public Offering.
(a) Rights of the Company and the Initial Investors . If the Director’s employment with the Company terminates for any reason prior to a
Public Offering, the Company may elect to purchase all or a portion of the Shares by written notice to the Director delivered on or before the 60th day
after the Director’s termination of employment (the “ First Option Period”). The CD&R Investors may elect to purchase all or any portion of the
Shares that the Company has not elected to purchase by written notice to the Director delivered at any time on or before the 80th day after the
Director’s termination of employment (the “Second Option Period”).
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