American Home Shield 2009 Annual Report Download - page 221

indemnification. In no event shall a Determination be required in connection with advancement of Expenses pursuant to
Section 4(b) or in connection with indemnification for expenses incurred as a witness or incurred in connection with any Claim or
portion thereof with respect to which an Indemnitee has been successful on the merits or otherwise. Any decision that a
Determination is required by law in connection with any other indemnification of an Indemnitee, and any such Determination, shall be
made within 30 days after receipt of a Notice of Claim, as follows:
(i) if no Change in Control has occurred, (x) by a majority vote of the directors of the Indemnifying
Parties who are not parties to such Claim, even though less than a quorum, or (y) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum, or (z) if there are no such directors, or if such directors so
direct, by Independent Legal Counsel in a written opinion to the Indemnifying Party and such Indemnitee; and
(ii) if a Change in Control has occurred, by Independent Legal Counsel in a written opinion to the
Indemnifying Parties (or their successors) and such Indemnitee.
The Indemnifying Parties shall pay all expenses incurred by Indemnitee in connection with a Determination.
(e) Independent Legal Counsel. If there has not been a Change in Control, Independent Legal Counsel shall
be selected by the board of directors of the Company and approved by Indemnitee (which approval shall not be unreasonably withheld
or delayed). If there has been a Change in Control, Independent Legal Counsel shall be selected by Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld or delayed). The Indemnifying Parties shall pay the fees and expenses
of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all Expenses, claims, liabilities and damages
arising out of or relating to its engagement.
(f) Consequences of Determination; Remedies of Indemnitee. The Indemnifying Parties shall be bound by
and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the
Indemnifying Parties do not make timely indemnification payments or advances of expenses, Indemnitee shall have the right to
commence a Proceeding before a court of competent jurisdiction to challenge such Adverse Determination and/or to require the
Indemnifying Parties to make such payments or advances. An Indemnitee shall be entitled to be indemnified for all Expenses incurred
in connection with such a Proceeding in accordance with Section 2 and to have such Expenses advanced by the Company in
accordance with Section 4(b). If an Indemnitee fails to timely challenge an Adverse
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