American Home Shield 2009 Annual Report Download - page 273

Control to repurchase the Alternative Award or securities underlying such Alternative Award; and
(b) have terms such that if, within two years following a Change in Control, a Participant's employment is
involuntarily or constructively terminated (other than for Cause), such Alternative Award shall immediately vest in full and
such Participant shall receive a cash payment equal to the excess (if any) of the fair market value of the stock subject to the
Alternative Award on the date of surrender over the price that such Participant would be required to pay to exercise such
Alternative Award or shall have an immediate right to exercise such Alternative Award and receive shares that are then
publicly traded.
Section 7.3 Limitation of Benefits. If, whether as a result of accelerated vesting, the grant of an Alternative Award or
otherwise, a Participant would receive any payment, deemed payment or other benefit as a result of the operation of Section 7.1 or
Section 7.2 that, together with any other payment, deemed payment or other benefit a Participant may receive under any other plan,
program, policy or arrangement, would constitute an "excess parachute payment" under section 280G of the Code, then,
notwithstanding anything in this Plan to the contrary, the payments, deemed payments or other benefits such Participant would
otherwise receive under Section 7.1 or Section 7.2 shall be reduced to the extent necessary to eliminate any such excess parachute
payment and such Participant shall have no further rights or claims with respect thereto. If the preceding sentence would result in a
reduction of the payments, deemed payments or other benefits a Participant would otherwise receive in more than an immaterial
amount, the Company will use its commercially reasonable best efforts to seek the approval of the Company's shareholders in the
manner provided for in section 280G(b)(5) of the Code and the regulations thereunder with respect to such reduced payments or other
benefits (if the Company is eligible to do so), so that such payments would not be treated as "parachute payments" for these purposes
(and therefore would cease to be subject to reduction pursuant to this Section 7.3), and, if seeking such approval, the Company shall
submit all Participants for whom such approval is sought as a single slate to the shareholders and not individually. This Section 7.3
shall cease to apply if the stock of the Company or any direct or indirect parent or subsidiary of the Company becomes readily
tradable on an established securities market or otherwise within the meaning of 26 CFR 1.280G-1, Q/A-6.
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