American Home Shield 2007 Annual Report Download - page 108

ServiceMaster shall advance the amount of such payment to you on an interest-free basis and shall indemnify and hold you
harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with respect to such advance; and provided further, that any
extension of the statute of limitations relating to payment of taxes for your taxable year with respect to which such contested
amount is claimed to be due is limited solely to such contested amount. Furthermore, ServiceMaster's control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable hereunder and you shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by you of an amount advanced by ServiceMaster pursuant to Section 15(c), you become
entitled to receive, and receive, any refund with respect to such claim, you shall (subject to ServiceMaster's complying with the
requirements of Section 15(c)) promptly pay to ServiceMaster the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by you of an amount advanced by ServiceMaster pursuant to
Section 15(c), a determination is made that you shall not be entitled to any refund with respect to such claim and ServiceMaster
does not notify you in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days
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after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.
16. Release. In exchange for the promises in this Agreement, and for other consideration provided herein, on the
day you sign the Agreement, you agree to waive and release and forever discharge ServiceMaster and its respective past and present
directors, managers, officers, shareholders, agents, employees, attorneys, servants, parent corporations, subsidiaries, divisions,
limited partnerships, affiliated corporations, and successors and assigns, and each of them, separately and collectively
("Releasees"), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and
liabilities, known or unknown, suspected or unsuspected, that you ever had, now have or may hereafter claim to have against
Releasees including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or
separation from ServiceMaster, to any services performed for ServiceMaster, to any status, term or condition in such employment,
or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future
employment of any kind by ServiceMaster. This includes, but is not limited to, claims based on express or implied contract,
covenants of good faith and fair dealing, wrongful discharge, claims under federal, state, and local laws, regulations and ordinances,
including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities
Act and the Age Discrimination in Employment Act, the Employee Retirement Income Security Act ("ERISA"), claims for
violation of public policy, tort or common law; and claims for additional compensation or damages or attorneys' fees. You
understand that this Agreement includes a release of all known and unknown claims to the date of this Agreement. This Release
does not, however, apply to or waive any rights Employee may have under applicable worker's compensation laws. Moreover,
nothing in this Agreement will prohibit you from filing a charge of discrimination with the Equal Employment Opportunity
Commission.
17. Covenant Not to Sue. You agree that you will not commence, aid, or maintain any action or other legal
proceeding based upon any claim arising out of or related to the matters released in this Agreement, except for the purpose of
enforcing this Agreement or as required by law.
18. Acknowledgements. You further agree that:
• You have read this Agreement and understand all of its terms;
•You are entering into this Agreement knowingly, voluntarily and with full knowledge of its
significance;
• You have been advised to consult an attorney regarding this Agreement;
•You have received information regarding the class, unit or group of employees eligible for these
severance benefits, any eligibility factors for these severance benefits and any time limits applicable
to these severance
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