American Home Shield 2013 Annual Report Download - page 225

(b) Limited Right of the Director to Require the Company to Repurchase Shares . If the Director’s employment with the Company is
terminated prior to a Public Offering by the Director upon Retirement or by reason of the Disability or death of the Director or is terminated by the
Company without Cause, the Director may require the Company to purchase all (but not less than all) of an Director’s Shares (excluding any Shares
acquired on exercise of an Option) by written notice delivered to the Company within 30 days following the expiration of the Second Option Period.
(c) Purchase Price. The purchase price per Share pursuant to this Section 5 shall equal the Fair Market Value as of the later of ( i) the
effective date of the Director’s termination of employment and ( ii) six months and one day from the date of the Director’s acquisition of the Shares
pursuant to this Agreement (such date, the “Determination Date”), provided that if the Director’s employment is terminated by the Company for
Cause, the purchase price per Share shall equal the lesser of (i) the Fair Market Value of such Share as of the Determination Date and (ii) the price at
which the Director purchased such Share from the Company pursuant to this Agreement.
(d) Closing of Purchase; Payment of Purchase Price . Subject to Section 5(f), the closing of a purchase pursuant to this Section 5 shall
take place at the principal office of the Company no later than the 90th day following the Determination Date (or, in the case of a purchase pursuant
to Section 5(b), no later than 10 business days following the Company’s receipt of written notice from the Director pursuant to Section 5(b)). At the
closing, (i) the Company or the CD&R Investors, as the case may be, shall, subject to Section 5(e), pay the Purchase Price to the Director and ( ii) if
the Director actually holds any certificates or other instruments representing the Shares so purchased, the Director shall deliver to the Company such
certificates or other instruments, appropriately endorsed by the Director or directing that the shares be so transferred to the purchaser thereof, as the
Company may reasonably require.
(e) Application of the Purchase Price to Certain Loans or Other Obligations . The Company shall be entitled to apply any amounts
otherwise payable pursuant to this Section 5 to discharge any indebtedness of the Director to the Company or any of its Subsidiaries or indebtedness
that is guaranteed by the Company or any of its Subsidiaries or to offset
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