American Home Shield 2007 Annual Report Download - page 120

benefits as well as the job titles and ages of all individuals eligible or selected for the severance
benefits, and the ages of all individuals in the same job classification or organizational unit who are
not eligible for or selected for these severance benefits; that list is set forth in Exhibit D.
• You have been offered forty-five (45) days to consider this Agreement;
•You have seven (7) calendar days to revoke the Agreement after you sign it. If you want to revoke
it, you must deliver a written revocation toAlicia K. Wiggs, Vice President and Associate
General Counsel, Labor & Employment, 860 Ridge Lake Blvd, Memphis, Tennessee 38120
within seven days after you sign the Agreement. If you do not revoke it, the Agreement will become
effective on the eighth day after you sign it; and
•The promises contained in this Agreement are consideration for your signing this Agreement and
represent payments and benefits that you are not otherwise entitled to receive from ServiceMaster.
19. Certain Covenants:
(a) From the date you sign this Agreement until two years after the Separation Date, you shall not in any manner,
directly or indirectly (whether as owner, stockholder, director, officer, employee, principal, agent, consultant, independent
contractor, partner or otherwise), in North America or any other geographic area in which ServiceMaster or any subsidiary of
ServiceMaster is then directly or indirectly conducting business, own, manage, operate, control, participate in, perform services for,
or otherwise carry on, a business similar to or competitive with the business conducted by ServiceMaster or any subsidiary of
ServiceMaster.
(b) From the date you sign this Agreement until two years after the Separation Date, you shall not in any manner,
directly or indirectly attempt to induce any employee of ServiceMaster or any subsidiary of ServiceMaster to terminate his or her
employment for any purpose whatsoever or any attempt directly or indirectly to solicit the trade or business of any current or
prospective customer, supplier or partner of ServiceMaster or any subsidiary of ServiceMaster.
(c) You shall not, at any time, make use of or disclose, directly or indirectly, any (i) trade secret or other
confidential or secret information of ServiceMaster or any subsidiary of ServiceMaster or (ii) other technical, business, proprietary
or financial information of ServiceMaster not available to the public generally or to the competitors of ServiceMaster or any
subsidiary of ServiceMaster ("Confidential Information"), except to the extent that such Confidential Information (1) becomes a
matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a
result of any act or omission by you or (2) is required to be disclosed by any law, regulation or order of any court or regulatory
commission, department or agency. You shall return all Confidential Information in any form (including, but not limited to, data
stored by computer) to ServiceMaster on or before the Separation Date.
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(d) If, at any time of enforcement of this section, a court or an arbitrator holds that the restrictions stated in this
Agreement are unreasonable under circumstances then existing, ServiceMaster and you agree that the maximum period or scope
reasonable under such circumstances shall be substituted for the stated period or scope and that the court or arbitrator shall revise
the restrictions contained in this Agreement to cover the maximum period and scope permitted by law.
(e) You acknowledge that any breach of this section will result in serious and irreparable injury to ServiceMaster
for which ServiceMaster cannot be adequately compensated by monetary damages alone. You agree, therefore, that, in addition to
any other remedy ServiceMaster may have, ServiceMaster will be entitled to seek both preliminary and permanent injunctive relief
(to the extent permitted by law) without the necessity of proving actual damages and/or the posting of a bond.
20. Return of ServiceMaster Property. You agree to return to ServiceMaster all ServiceMaster property, equipment
and materials prior to the Separation Date, including, but not limited to, the following materials provided to you in the course of
your employment with ServiceMaster: any ServiceMaster automobile; any laptop computer and peripherals; any cell phone; any
telephone calling cards; keys; ServiceMaster identification card; any credit cards; and all written or graphic materials (and all
copies) relating in any way to ServiceMaster's business, including documents, manuals, computer files, diskettes, customer lists and
reports.
21. Transition. You agree that you will assist ServiceMaster, as requested, in the professional transition of work in
progress, duties, files and pertinent information to appropriate ServiceMaster personnel up to the Separation Date.
22. Assistance. You agree that, subject to reimbursement by ServiceMaster of reasonable costs and expenses, you
will cooperate fully with ServiceMaster and its counsel with respect to any matter (including, but not limited to litigation,