American Home Shield 2009 Annual Report Download - page 271

Article VI
Termination of Employment
Section 6.1 Expiration of Options Following Termination of Employment. Unless otherwise determined by the Board
on or before the Grant Date, if a Participant's employment with the Company terminates, such Participant's Options shall be treated as
follows: (a) any unvested Options shall terminate effective as of such termination of employment (determined without
regard to any statutory or deemed or express contractual notice period); provided that if the Employee's employment with the
Company is terminated in a Special Termination (i.e., by reason of the Employee's death or Disability), any unvested Options
held by the Employee that by their terms would vest solely based on continued employment shall immediately vest as of the
effective date of such Special Termination;
(b) except in the case of a termination for Cause, vested Options shall remain exercisable through the earliest
of (i) the normal expiration date, (ii) the three-month anniversary of the effective date of the Participant's termination of
employment (determined without regard to any statutory or deemed or express contractual notice period), (iii) the one-year
anniversary in the case of a Special Termination or a retirement at normal retirement age or later), and (iv) any cancellation
pursuant to Section 7.1; and
(c) in the case of a termination for Cause, any and all Options held by such Participant (whether or not then
vested or exercisable) shall terminate immediately upon such termination of employment.
Section 6.2 Certain Rights upon Termination of Employment Prior to a Public Offering. Each Subscription
Agreement shall provide that the Company and one or more of the Investors shall have successive rights prior to a Public Offering to
purchase all or any portion of a Participant's Common Stock upon any termination of employment (determined without regard to any
statutory or deemed or express contractual notice period), at such time and at a purchase price per share equal to the Fair Market Value
as of the date specified in the Subscription Agreement (or, if the Participant's employment termination qualifies as a termination for
Cause, for a purchase price per share equal to the lesser of (i) the Fair Market Value as of the date specified in the Subscription
Agreement and (ii) such Participant's per share purchase price). The Board may provide in a Subscription Agreement that following a
Participant's Special Termination,
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