American Home Shield 2009 Annual Report Download - page 192

sold equity or debt securities (such offerings, collectively, the "Subsequent Offerings"), including without limitation (a) offerings of
shares of capital stock or equity-linked instruments of the Company or any of its Subsidiaries, and/or options to purchase such shares
to employees, directors, managers, dealers, franchisees and consultants of and to the Company or any of its Subsidiaries (any such
offering, a "Management Offering"), and (b) one or more offerings of debt securities for the purpose of refinancing any indebtedness
of the Company or any of its Subsidiaries or for other corporate purposes, and (ii) repurchase, redeem or otherwise acquire certain
securities of the Company or any of its Subsidiaries or engage in recapitalization or structural reorganization transactions relating
thereto (any such repurchase, redemption, acquisition, recapitalization or reorganization, a "Redemption"), in each case subject to the
terms and conditions of the Stockholders Agreement and any other applicable agreement.
N. The parties hereto recognize the possibility that claims might be made against and liabilities incurred by Manager,
CD&R Inc., CD&R LP, the Investor, the Other Investors, Manager Associates, or related Persons or Affiliates under applicable
securities laws or otherwise in connection with the Transactions (including the Initial Services) or the Securities Offerings, or relating
to other actions or omissions of or by members of the Company Group, or relating to the provision of financial advisory, investment
banking, monitoring and management consulting services (the "Manager Services") to the Company Group by Manager, CD&R Inc.
or Affiliates thereof, and the parties hereto accordingly wish to provide for Manager, CD&R Inc., CD&R LP, the Investor and
Manager Associates and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities.
O. The parties hereto recognize that claims might be made against and liabilities incurred by directors and officers of
any member of the Company Group in connection with their acting in such capacity, and accordingly wish to provide for such
directors and officers to be indemnified to the fullest extent permitted by law in respect of any such claims and liabilities.
P. Concurrently with the execution and delivery of this Agreement, the Company Entities and Manager are amending
and restating the Original Consulting Agreement, dated as of the date hereof (as the same may be amended from time to time in
accordance with the terms thereof, the "Amended and Restated Consulting Agreement") to take account of Manager as the successor
to the investment management business of CD&R Inc.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual agreements and covenants and provisions
herein set forth, the parties hereto hereby agree as follows:
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