American Home Shield 2010 Annual Report Download - page 391

7. REPORTING
Until the Transformation and Transition Project and the Re-Solution Project are completed, Service Provider shall provide a
[***] report to Customer and attend meetings/conference calls with Customer to discuss the same, including:
[***]
8. CHANGES
8.1 Customer Requested Changes
Upon written notice from Customer specifying that Customer desires Service Provider to delay suspend, extend or modify the
timing of Transformation and Transition Project or Re-Solution Project activities, Service Provider will accommodate such
request for the requested period of time not to exceed [***] unless mutually agreed by the Parties. The completion dates for
the Critical Transformation and Transition Milestones, the Re-Solution Milestones and other date specific activities set out in
the High Level Transformation and Transition Plan and the Detailed Transformation and Transition Plan shall be extended on
a day-for-day basis, or such other duration as agreed between the Parties, equal to the length of the Transformation and
Transition Project or Re-Solution Project schedule extension, suspension or modification requested by Customer, not to
exceed [***] unless mutually agreed by the Parties.
8.2 Financial Impacts
[***]
9. PROGRAM MANAGEMENT
9.1 Service Teams
The Parties will form functional service area teams of SMEs from Customer and Service Provider relevant to the areas
covered by the remaining areas of the Transformation and Transition Project and the Re-Solution Project. The teams will be
led by a Process Leader and supported by a Process Owner for each area. The Process Leaders are responsible, with
reasonable cooperation from the Process Owners, for planning the Transformation and Transition of the Services for which
they are responsible according to the applicable plan and timeline.
9.2 Key Transformation and Transition Plan Deliverables
[***]
9.3 Program Wide Change Management
Customer and Service Provider shall be jointly responsible for developing an integrated change management program for
Customer's internal change management process that incorporates other related Customer initiatives. Service Provider shall
participate on Customer's teams and workgroups and at Customer's direction develop relevant materials and communications,
provide counsel on strategy and facilitate the alignment of Transformation and Transition and re-solution activities in support
of the change management program, in accordance with the Transformation and Transition Plan and the Re-Solution Plan.
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Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted
portions subject to the confidential treatment request are designated by three asterisks ([***]). A complete version of this
agreement has been separately filed with the Securities and Exchange Commission.
SCHEDULE F-2
HIGH LEVEL TRANSITION AND TRANSFORMATION PLAN
This is Schedule F-2, High Level Transition and Transformation Plan, to the First Amended and Restated Transaction Document
No. 1 to that certain First Amended and Restated Master Services Agreement, dated as of November 1, 2010, between ServiceMaster
Consumer Services, L.P. and International Business Machines Corporation. Unless otherwise defined herein, capitalized terms have
the meanings set forth in the Master Agreement, the "Definitions" Exhibit to the Master Agreement, or the "Definitions" Schedule to
the Transaction Document.
Schedule F-2 begins on the next page.
[***] [35 pages omitted]
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