American Home Shield 2011 Annual Report Download - page 190
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Exhibit 10.40
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (the "Agreement") is made as of December 5, 2011, by and between Chuck M. Fallon
("Executive") and The ServiceMaster Company, a Delaware corporation ("ServiceMaster" or the "Company").
WHEREAS, ServiceMaster desires to employ Executive as its President, Terminix, and Executive desires to be employed by
ServiceMaster in such capacities, and in connection therewith both parties desire to set forth certain terms and conditions relating to
severance, as contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally
bound, the parties, subject to the terms and conditions set forth herein, agree as follows:
1. Defined Terms. Any capitalized terms which are not defined within this Agreement are defined in Exhibit A hereto
attached.
2. Severance Benefits.
(a) In the event that Executive's employment hereunder is terminated at any time by ServiceMaster without Cause or by
Executive for Good Reason, then ServiceMaster, subject to Section 2(g), shall pay to Executive, as compensation for services rendered
to ServiceMaster and its affiliated companies:
(1) Executive's then-current base salary (the "Base Salary") earned through the effective date of termination of
Executive's employment with ServiceMaster (the "Date of Termination"), to the extent not previously paid (but after giving
effect to any amounts that would be deferred pursuant to the ServiceMaster deferred compensation plan); plus
(2) (i) Executive's annual bonus earned with respect to the fiscal year immediately prior to the fiscal year in
which the Date of Termination occurs, to the extent not previously paid (but after giving effect to any amounts that would be
deferred pursuant to the ServiceMaster deferred compensation plan), plus (ii) if the Date of Termination is on or after July 1
of a fiscal year, the bonus that Executive would have been paid in respect of that fiscal had his employment not terminated,
pro rated for the portion of the fiscal year during which Executive was employed elapsed through the Date of Termination
(the "Pro Rata Bonus"); plus
(3) continued payment of his monthly Base Salary for 12 months following the Date of Termination; plus