American Home Shield 2009 Annual Report Download - page 278

physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise
the Board.
"Effective Date" has the meaning given in Section 13.10.
"Eligible Director" means a member of the Board other than an employee or officer of the Company or any of its
Subsidiaries.
"Employee" means any executive, officer or other employee of the Company or any Subsidiary.
"Fair Market Value" means, as of any date of determination prior to a Public Offering, the per share fair market
value on such date of a share of Common Stock as determined in good faith by the Board. In making a determination of Fair
Market Value, the Board shall give due consideration to such factors as it deems appropriate, including, but not limited to, the
earnings and other financial and operating information of the Company in recent periods, the potential value of the Company
as a whole, the future prospects of the Company and the industries in which it competes, the history and management of the
Company, the general condition of the securities markets, the fair market value of securities of companies engaged in
businesses similar to those of the Company, and any recent valuation of the Common Stock that shall have been performed
by an independent valuation firm (although nothing herein shall obligate the Board to obtain any such independent
valuation). The determination of Fair Market Value will not give effect to any restrictions on transfer of the Common Stock
or take into account any control premium, but shall be determined taking into account the fact that such shares would
represent a minority interest in the Company and are illiquid. Following a Public Offering, "Fair Market Value" shall mean,
as of any date of determination, the mid-point between the high and the low trading prices for such date per share of
Common Stock as reported on the principal stock exchange on which the shares of Common Stock are then listed.
"Grant Date" means, with respect to any Award, the date as of which such Award is granted pursuant to the Plan.
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