American Home Shield 2009 Annual Report Download - page 272

retirement at or after normal retirement age or termination of employment by the Company without Cause in each case prior to a
Public Offering, such Participant may require the Company to repurchase all (but not less than all) of such Participant's Common
Stock (but excluding any shares acquired on exercise of an Option), 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, subject to the Company having the ability to do so under the
terms of its financing agreements.
Article VII
Change in Control
Section 7.1 Accelerated Vesting and Payment. Except as otherwise provided in this Article VII, and unless otherwise
provided in the Award Agreement, upon a Change in Control, (a) each Award that by its terms would otherwise vest based solely on
continued employment shall vest in full in connection with such Change in Control and each other Award shall, to the extent it has not
or will not by its terms vest before or in connection with such Change in Control, be canceled, and (b) the holder of any vested Award
(including any Award that vests in connection with such Change in Control) shall be entitled to receive, in complete satisfaction of
such Award, a payment in cash or readily marketable securities in an amount or with a value equal to the number of shares of
Common Stock covered by such vested Award times the excess, if any, of the Change in Control Price over any applicable exercise
price or reference price, if any, for such Award.
Section 7.2 Alternative Award. No cancellation, acceleration or other payment shall occur with respect to any Award
or class or type of Award if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that such
Award shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed or
substituted award, an "Alternative Award"); provided that any Alternative Award must:
(a) give the Participant who held such Award rights and entitlements substantially equivalent to or better than
the rights and terms applicable under such Award, including, but not limited to, an identical or better exercise and vesting
schedule, identical or better timing and methods of payment and, if the Alternative Award or the securities underlying it are
not publicly-traded, identical or better rights following a termination of employment to require the Company or the acquiror
in such Change in
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