American Home Shield 2009 Annual Report Download - page 213

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:
1. Definitions.
(a) "Affiliate" means, with respect to any Person, (i) any other Person directly or indirectly Controlling, Controlled by
or under common Control with, such Person, (ii) any Person directly or indirectly owning or Controlling 10% or more of any class of
outstanding voting securities of such Person or (iii) any officer, director, general partner, special limited partner or trustee of any such
Person described in clause (i) or (ii). "Control" of any Person shall consist of the power to direct the management and policies of such
Person (whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise).
(b) "Change in Control" means the first to occur of the following events after the closing date of the Merger:
(i) the acquisition by any Person or "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended) of 50% or more of the combined voting power of the Company's then outstanding voting securities, other than any
such acquisition by any member of the Company Group, any Committing Investors or their Affiliate Co-Investors (as defined
in the Stockholders Agreement), any employee benefit plan of the Company or any of its Subsidiaries, or any Affiliates of
any of the foregoing;
(ii) the merger, consolidation or other similar transaction involving the Company, as a result of which Persons who
were stockholders of the Company immediately prior to such merger, consolidation, or other similar transaction do not,
immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in
the election of directors of the merged or consolidated company;
(iii) within any 24-month period, the persons who were directors of the Company at the beginning of such period
(the "Incumbent Directors") shall cease to constitute at least a majority of the votes of the total authorized membership of the
board of directors of the Company, provided that any director elected or nominated for election to the board of directors of
the Company by a majority vote of the Incumbent Directors then still in office shall
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