American Home Shield 2009 Annual Report Download - page 270

Article V
Terms of Options
Section 5.1 Grant of Options. The Board may grant Options to Participants at such time or times as it shall determine.
Options granted pursuant to the Plan will not be "incentive stock options" as defined in the Code. Each Option granted to a Participant
shall be evidenced by an Option Agreement that shall specify the number of shares of Common Stock that may be purchased pursuant
to such Option, the exercise price at which shares of Common Stock may be purchased pursuant to such Option, the duration of such
Option (not to exceed the tenth anniversary of the Grant Date), and such other terms as the Board shall determine.
Section 5.2 Exercise Price. The exercise price per share of Common Stock to be purchased upon exercise of an
Option shall not be less than the Fair Market Value on the Grant Date.
Section 5.3 Vesting and Exercise of Options. Options shall become vested or exercisable in accordance with the
vesting schedule or upon the attainment of such performance criteria as shall be specified by the Board on or before the Grant Date.
The Board may accelerate the vesting or exercisability of any Option, all Options or any class of Options at any time and from time to
time.
Section 5.4 Payment. The Board shall establish procedures governing the exercise of Options, which procedures shall
generally require that prior written notice of exercise be given and that the exercise price (together with any required withholding
taxes or other similar taxes, charges or fees) be paid in full in cash, cash equivalents or other readily available funds at the time of
exercise. Notwithstanding the foregoing, on such terms as the Board may establish from time to time following a Public Offering
(i) the Board may permit a Participant to tender any Common Stock such Participant has owned for at least six months and one day for
all or a portion of the applicable exercise price or minimum required withholding taxes, and (ii) the Board may authorize the Company
to establish a broker-assisted exercise program. In connection with any Option exercise, the Company may require the Participant to
furnish or execute such other documents as it shall reasonably deem necessary to (a) evidence such exercise, (b) determine whether
registration is then required under the U.S. federal securities laws or similar non-U.S. laws, or (c) comply with or satisfy the
requirements of the U.S. federal securities laws, applicable state or non-U.S. securities laws or any other law. As a condition to the
exercise of any Option before a Public Offering, a Participant shall enter into a Subscription Agreement.
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