American Home Shield 2009 Annual Report Download - page 276

"Award Agreement" means a Subscription Agreement, an Option Agreement or any other agreement evidencing an
Award.
"Board" means the Board of Directors of the Company.
"Cause" means, unless otherwise provided in the Award Agreement, any of the following: (i) the Participant's
commission of a crime involving fraud, theft, false statements or other similar acts or commission of any crime that is a
felony (or a comparable classification in a jurisdiction that does not use these terms); (ii) the Participant's willful and material
or grossly negligent failure to perform his or her material employment-related duties for the Company and its Subsidiaries;
(iii) the Participant's material violation of any material Company policy as in effect from time to time; (iv) the Participant's
engaging in any willful act or making any public statement that impairs, impugns, denigrates, disparages or negatively reflects
upon the name, reputation or business interests of the Company or its Subsidiaries; (v) the Participant's material breach of any
Award Agreement, employment agreement, or noncompetition, nondisclosure or nonsolicitation agreement to which the
Participant is a party or by which the Participant is bound or (vi) the Participant's engaging in any wrongful conduct injurious
or detrimental to the Company or its any of its Subsidiaries. The determination as to whether "Cause" has occurred shall be
made by the Board, which shall have the authority to waive the consequences under the Plan of the existence or occurrence of
any of the events, acts or omissions constituting "Cause." A termination for Cause shall be deemed to include a determination
following a Participant's termination of employment for any reason if the circumstances existing prior to such termination
would have entitled the Company or one of its Subsidiaries to have terminated such Participant's employment for Cause.
"CD&R Investors" means, collectively, (i) Clayton, Dubilier & Rice Fund VII, L.P., (ii) Clayton, Dubilier & Rice
Fund VII (Co-Investment), L.P., (iii) CDR SVM Co-Investor L.P., (iv) CD&R Parallel Fund VII, L.P., and (v) CDR SVM
Co-Investor No. 2 L.P.
"Change in Control" means the first to occur of the following events after the Effective Date:
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(i) the acquisition by any person, entity or "group" (as defined in Section 13(d) of the Securities Exchange
Act of 1934, as amended) of beneficial ownership of 50% or more of the combined voting power of the Company's
then outstanding voting securities, other than any such acquisition by the Company, any of its Subsidiaries, any
employee benefit plan of the Company or any of its Subsidiaries, or by the Investors, or any Affiliates of any of the
foregoing;
(ii) the merger, consolidation or other similar transaction involving the Company, as a result of which
persons who were stockholders of the Company immediately prior to such merger, consolidation, or other similar
transaction do not, immediately thereafter, own, directly or indirectly, more than 50% of the combined voting power
entitled to vote generally in the election of directors of the merged or consolidated company;
(iii) within any 24-month period, the persons who were directors of the Company at the beginning of such
period (the "Incumbent Directors") shall cease to constitute at least a majority of the Board, provided that any
director elected or nominated for election to the Board by any Investor or a majority of the Incumbent Directors
then still in office shall be deemed to be an Incumbent Director for purposes of this clause (iii); or
(iv) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or
more persons or entities that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the
Company.
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