American Home Shield 2009 Annual Report Download - page 275

Article XI
Amendment, Modification, and Termination of the Plan
The Board may terminate or suspend the Plan at any time, and may amend or modify the Plan from time to time. No
amendment, modification, termination or suspension of the Plan shall in any manner adversely affect any Award theretofore granted
under the Plan without the consent of the Participant holding such Award or the consent of a majority of Participants holding similar
Awards (such majority to be determined based on the number of shares covered by such Awards). Shareholder approval of any such
amendment, modification, termination or suspension shall be obtained to the extent mandated by applicable law, or if otherwise
deemed appropriate by the Board.
Article XII
Definitions
Section 12.1 Definitions. Whenever used herein, the following terms shall have the respective meanings set forth
below: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or
under common control with such first Person; provided that a director, member of management or other Employee of the
Company or any of its Subsidiaries shall not be deemed to be an Affiliate of the Investors. For these purposes, "control"
(including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the
power to direct or cause the direction of the management policies of a Person by reason of ownership of voting securities, by
contract or otherwise.
"Alternative Award" has the meaning given in Section 7.2.
"Award" means an Option, a Deferred Share Unit, a Director Share Award or an offer and sale or grant of Common
Stock pursuant to Article IV, in each case granted pursuant to the terms of the Plan.
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