American Home Shield 2011 Annual Report Download - page 159

Table of Contents
with substantially equivalent or better terms are substituted for the existing options. Upon a change in control, all RSUs shall become vested. A change in
control means:
an acquisition by a person or group (other than the Equity Sponsors or their affiliates) of 50 percent or more of the voting power of Holdings'
voting stock (other than an acquisition by Holdings or by a benefit plan of Holdings);
a change in a majority of Holdings' Board (other than by action of the incumbent Board members);
a merger, consolidation or similar transaction as a result of which Holdings' stockholders do not own more than 50 percent of the voting power of
the surviving company; or
a sale, transfer or other disposition of all or substantially all of Holdings' assets to an unaffiliated third party.
Notwithstanding the forgoing, an initial public offering of Holdings common stock shall not constitute a change in control.
The Holdings' Board of Directors also has the discretion to accelerate the vesting of options or RSUs at any time and from time to time.
Payment Upon Death, Disability, Qualifying Termination, or Change in Control as of December 31, 2011
The following table sets forth information regarding the value of payments and other benefits payable by the Company to each of the NEOs employed by
the Company as of December 31, 2011 in the event of death, disability, qualifying termination or change in control. The amounts shown do not include
payments of compensation that have previously been deferred as disclosed under the Nonqualified Deferred Compensation (2011) table. Except as otherwise
noted below, the amounts shown assume termination or change in control effective as of December 31, 2011 and a fair market value of Holdings common
stock on December 31, 2011 of $14 per share, as determined by Holdings' Compensation Committee.
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