American Home Shield 2011 Annual Report Download - page 191

(4) an amount equal to Executive's annual bonus paid or payable to Executive with respect to the fiscal year
immediately preceding the Date of Termination (and for this purpose, if Executive has not received an annual bonus for the
fiscal year immediately preceding the Date of Termination, such amount shall be calculated by using the target annual bonus
for such year).
(b) In the event that Executive's employment hereunder is terminated at any time by ServiceMaster for Cause or by
Executive for any reason other than Good Reason, including by reason of retirement, death or disability, then ServiceMaster shall pay
to Executive (or Executive's executors, legal representatives or administrators in the event of Executive's death), as compensation for
services rendered to ServiceMaster and its affiliated companies:
(1) Executive's Base Salary earned through the Date of Termination or date of death, 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) in the event Executive's employment is terminated by reason of death, disability or retirement, (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, a
Pro Rata Bonus.
(c) Payment. Subject to Section 10, (i) any amount payable pursuant to Section 2(a)(1) or 2(b)(1) above shall be paid
in accordance with the payroll practices of ServiceMaster; (ii) any amount payable pursuant to Section 2(a)(2) or 2(b)(2) shall be paid
when annual bonuses for the applicable fiscal years are paid to other executive officers of ServiceMaster, but in no event later than
March 15 of the year following the year in respect of which such bonuses were earned; and (iii) any amount payable pursuant to
Section 2(a)(3) or 2(a)(4) shall be paid in equal monthly installments during the one-year period following the Date of Termination,
except that all installments that would have been paid during the first 45 days following the Date of Termination shall be paid on the
45th day following the Date of Termination. In addition, if on the Date of Termination Executive is a "specified employee," as
defined in Treasury Regulation Section 1.409A-1(i) and determined using the identification methodology selected by the Company
from time to time, or if none, the default methodology, any or all amounts payable under this Agreement on account of such
termination of employment that would (but for this provision) be payable within six months following the Date of Termination, shall
instead be paid in a lump sum on the first day of the seventh month following the Date of Termination or, if earlier, upon Executive's
death, except (i) to the extent of amounts that do not constitute a "deferral of compensation" within the meaning of