American Home Shield 2007 Annual Report Download - page 105

or before your Separation Date or because your employment did not terminate other than by reason of a Nonqualifying Termination
under the Change in Control Agreement, and you provide full-time services to ServiceMaster through your Separation Date, then all
of your rights and obligations with respect to such termination shall be governed by this Agreement, and you shall have no rights or
obligations under the Change in Control Agreement.
(f) Notwithstanding anything to the contrary contained in this Agreement, if you become entitled to severance
payments and benefits pursuant to Sections 3(a) and 3(b) of the Change in Control Agreement due to your termination of
employment other than by reason of a Nonqualifying Termination under the Change in Control Agreement upon or after the
occurrence of a Change in Control, you will not be entitled to any payments or benefits pursuant to this Agreement, including,
without limitation, no right to receive a retention bonus pursuant to Section 3.
3. Retention Bonus. If (a) you continue to work to effectively transition your duties to another employee of
ServiceMaster, as set forth in Exhibit B, (b) you comply with your agreement in Section 1, (c) you remain continuously employed
by ServiceMaster from the Effective Date through and including your Separation Date, and (d) on your Separation Date, you
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execute a second release agreement in substantially the same form of Exhibit A, ServiceMaster agrees to pay you, within fifteen
(15) days after your Separation Date, by lump sum payment, the gross amount of $283,333.33, less applicable payroll withholdings
and other deductions. The payment set forth in this Section will be increased (but may not be decreased) proportionately to reflect
any increase in annual base salary or annual base compensation or annual target bonus made prior to the Separation Date.
4. Outplacement. ServiceMaster will provide you with outplacement services as designated by ServiceMaster
policy, and will be provided to you prior to your Separation Date.
5. Group Insurance. You will become eligible for continuation of your group health insurance coverage under the
Consolidated Omnibus Budget Reconciliation Act ("COBRA") on the first day following the effective date of your termination of
employment.
6. PSRP. Your participation and your eligibility to participate in the ServiceMaster Profit Sharing and Retirement
Plan ("PSRP") will end at the close of business on the effective date of your termination of employment. You will be eligible to
receive the ServiceMaster matching contribution for the year2006 but you will not be eligible to receive the ServiceMaster
matching contribution for the year2007 unless you are employed by ServiceMaster on December 31, 2007. Any amounts to be paid,
distributed, rolled over, or held under the PSRP will be paid, distributed, rolled over or held in accordance with the terms of the
PSRP and applicable rules and regulations.
7. Deferred Compensation Plan. If you participate in or are eligible to participate in ServiceMaster's Deferred
Compensation Plan, your participation and your eligibility to participate in the ServiceMaster Deferred Compensation Plan ("DCP")
will end on the effective date of your termination of employment. You will be eligible to receive the ServiceMaster matching
contribution for the year 2006 but you will not be eligible to receive the ServiceMaster matching contribution for the year 2007
unless you are employed by ServiceMaster on December 31, 2007. Any amounts to be paid or distributed under the DCP will be
paid or distributed in accordance with the terms of the DCP and your elections.
8. ESPP. Your participation and your eligibility to participate in the ServiceMaster Employee Stock Purchase Plan
("ESPP") will end on the effective date of your termination of employment.Any shares held in the ESPP will be distributed in
accordance with the terms of the ESPP.
9. ABP and CPP.Subject to the approval of the Compensation and Leadership Development Committee of the
Board of Directors of ServiceMaster, if you are eligible to participate in ServiceMaster's Annual Bonus Plan ("ABP") or Corporate
Performance Plan ("CPP"), or both, for the year 2006, ServiceMaster agrees to pay you by lump sum payment, less applicable
payroll withholdings and other deductions, the amount earned in accordance with the terms of the ABP, including any individual
performance goals and targets applicable to you, and the CPP. Any payment would be made to you in a time period consistent with
payments made to active participants in the 2006 ABP and 2006 CPP.
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Subject to the approval of the Compensation and Leadership Development Committee of the Board of Directors of
ServiceMaster (including, among other things, the discretion of the Committee to eliminate a bonus plan), if you are eligible to
participate in the 2007 ABP or 2007 CPP, or both, ServiceMaster agrees to pay you by lump sum payment, less applicable payroll