American Home Shield 2007 Annual Report Download - page 104

Exhibit 10.33
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
This Confidential Separation Agreement and General Release ("Agreement"), effective as of ____February 26,
2007_______ (the "Effective Date"), is made and entered into by you,Jim L. Kaput,on behalf of yourself, your heirs, executors,
administrators, successors and assigns (collectively referred to as "you" or "Employee") and The ServiceMaster Company, on
behalf of itself, its divisions, subsidiaries, affiliates, related companies, predecessors, successors, assigns, and their officers,
directors, employees, insurers, stockholders, and agents (collectively referred to as "ServiceMaster"). In consideration of the mutual
covenants in this Agreement, the parties hereby agree as follows:
1. Confidentiality of this Agreement. You agree that the terms of this Agreement are to remain confidential and you
will not disclose the terms of this Agreement to anyone other than your spouse, tax advisor, or attorney, or as required by law. Upon
inquiry by any other person, you will state that you have no comment. You agree that you will request that persons to whom
disclosure is made pursuant to this section will keep any such information confidential and will not disclose it to
others.Notwithstanding this confidentiality provision, you may disclose to any prospective employer the fact that you are subject to
obligations of confidentiality, non-solicitation and non-competition. The term "person" includes, without limitation, any individual
(including all employees of the enterprise), corporation, company or other entity.
2. Separation Pay.
(a) Your employment with ServiceMaster will end on October 31, 2007 (the "Separation Date"), and you agree,
subject to Sections 2(d) and 2(e), to remain employed through such date. In consideration and exchange for your promises and
representations herein, including but not limited to your release of claims in Section 16 of this Agreement, ServiceMaster agrees to
pay you, within fifteen (15) days after your Separation Date, by lump sum payment, the gross amount of $850,000.00, which is the
equivalent of twenty-four months of your salary, less applicable payroll withholdings and other deductions. In addition, if you are a
participant in ServiceMaster's medical plan on the Separation Date, ServiceMaster agrees to pay you, included with the payment
above, an amount equal to the first three months of COBRA premiums that exceed the amount you paid as an active employee for
the same coverage (with tax gross-up) as of the Separation Date.
(b) As additional consideration for you remaining employed through the Separation Date, and conditioned upon
you signing a second release agreement in substantially the same form as Exhibit A on your Separation Date, ServiceMaster agrees
to pay you, within fifteen (15) days after your Separation Date, by lump sum payment, the gross amount of $850,000.00, less
applicable payroll withholdings and other deductions.
(c) The payments set forth in Sections 2(a) and 2(b) will be increased (but may not be decreased) for any increase
in annual base salary or annual target bonus approved by the Compensation and Leadership Development Committee of the Board
or the Chairman prior to the Separation Date.
CIC 2X 6/30+
(d) Notwithstanding Sections 2(a), 2(b) and 2(c), if a Change in Control (as defined in the Change in Control
Severance Agreement between you and ServiceMaster showing an effective start date of October 31, 2001 (the "Change in Control
Agreement")) occurs on or before your Separation Date and you become entitled to severance payments and benefits under Sections
3(a) and 3(b) of the Change in Control Agreement, then all of your rights and obligations with respect to such termination shall be
governed by the Change in Control Agreement and you shall have no rights or obligations under this Agreement, including, without
limitation, no right to receive a retention bonus pursuant to Section 3.
(e) Notwithstanding Sections 2(a), 2(b), 2(c) and 2(d), solely for the purpose of your right to terminate your
employment for Good Reason pursuant to the Change in Control Agreement due to your relocation resulting from the consolidation
of ServiceMaster's Downers Grove office into its Memphis office (the "Consolidation"), (i) if a Change in Control (as defined in the
Change in Control Agreement) occurs on or before your Separation Date, (ii) the entity effecting the Change in Control does not
advise you in writing that it is retaining you in your current employment in ServiceMaster's Downers Grove office because it is
abandoning the Consolidation and (iii) you provide full-time services to ServiceMaster through your Separation Date, then you will
be deemed to have terminated your employment on your Separation Date for Good Reason pursuant to the Change in Control
Agreement due to your relocation resulting from the Consolidation, and all of your rights and obligations with respect to such
termination shall be governed by the Change in Control Agreement, your Separation Date shall be your Date of Termination under
the Change in Control Agreement, and you shall have no rights or obligations under this Agreement. Nothing in this Section 2(e)
shall limit or restrict your right to terminate your employment for Good Reason under the Change in Control Agreement due to
circumstances other than your relocation resulting from the Consolidation. If you do not become entitled to severance payments and
benefits under Sections 3(a) and 3(b) of the Change in Control Agreement, whether because a Change in Control did not occur on