American Home Shield 2011 Annual Report Download - page 193

(i) Recoupment. Executive acknowledges that he shall be subject to such clawback or recoupment policies as may be
adopted by the Company for senior executives or named executive officers generally from time to time.
3. Covenants.
(a) Non-Competition, Non-Solicitation and Confidentiality. Except as otherwise agreed by ServiceMaster in its
discretion, from and after the date hereof and through and including the date that is one year after the Date of Termination, Executive
shall not do any of the following, directly or indirectly, without the prior written consent of ServiceMaster's Board of Directors (the
"Board"):
(1) directly or indirectly (whether as owner, stockholder, director, officer, employee, principal, agent,
consultant, independent contractor, partner or otherwise), in North America or any other geographic area in which
ServiceMaster or any subsidiary of ServiceMaster is then conducting business, own, manage, operate, control, participate in,
perform services for, or otherwise carry on, a business similar to or competitive with the business conducted by
ServiceMaster or any subsidiary of ServiceMaster, provided that the foregoing shall not prohibit Executive's passive
ownership of less than 1% of any class of voting securities of a publicly held company which would otherwise be prohibited
under this Section 3(a)(1); or
(2) directly or indirectly attempt to induce any employee of ServiceMaster or any subsidiary of ServiceMaster
to terminate his or her employment with ServiceMaster or any subsidiary of ServiceMaster for any purpose whatsoever, or
attempt directly or indirectly, in connection with any business to which Section 3(a)(1) applies, to solicit the trade or business
of any current or prospective customer, supplier or partner of ServiceMaster or any subsidiary of ServiceMaster; or
(3) directly or indirectly engage in any activity which is contrary, inimical or harmful to the interests of
ServiceMaster or any subsidiary of ServiceMaster, including but not limited to (i) violations of ServiceMaster policies, (ii)
disclosure or misuse of any confidential information or trade secrets of ServiceMaster or a subsidiary of ServiceMaster, (iii)
participation in any activity not approved by the Board which could reasonably be foreseen as contributing to or resulting in a
change in control and (iv) conduct related to employment for which either criminal or civil penalties may be sought.
This Section 3 is in addition to and does not supersede any other agreements prohibiting competition with ServiceMaster. Failure to
abide by this agreement may result in the suspension or cancellation of payments specified in Section 2.