American Home Shield 2011 Annual Report Download - page 194

(b) Litigation and Regulatory Cooperation. During and after Executive's employment, Executive shall cooperate fully
with ServiceMaster in the defense or prosecution of any claims or actions now in existence or which may be brought in the future
against or on behalf of ServiceMaster or its affiliates that relate to events or occurrences that transpired while Executive was employed
by ServiceMaster. Executive's full cooperation in connection with such claims or actions shall include, but not be limited to, being
available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of ServiceMaster at mutually
convenient times. During and after Executive's employment, Executive also shall cooperate fully with ServiceMaster or its affiliates
in connection with any investigation or review of any Federal, state or local regulatory authority as any such investigation or review
relates to events or occurrences that transpired while Executive was employed by ServiceMaster. ServiceMaster shall reimburse
Executive for any reasonable out-of-pocket expenses incurred in connection with Executive's performance of obligations pursuant to
this Section 3(b).
4. Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by ServiceMaster and its
successors and assigns and by Executive and Executive's personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. This Agreement shall not be terminated by any merger or consolidation of ServiceMaster
whereby ServiceMaster is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the
assets of ServiceMaster. In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall
be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.
5. Notice. All notices and other communications required or permitted under this Agreement (including the notice
required by the definition of Good Reason as set forth in Exhibit A) shall be in writing, shall be given by personal delivery, overnight
delivery by an established courier service, or by certified mail, return receipt required, and shall be deemed to have been duly given
when delivered, addressed (a) if to Executive, at his address in the records of the Company, and if to ServiceMaster, to ServiceMaster
Global Holdings, Inc., c/o The ServiceMaster Company, 860 Ridge Lake Blvd., Memphis, TN 38120, attention Senior Vice President,
Human Resources, or (b) to such other address as either party may have furnished to the other in writing in accordance herewith.
6. Entire Agreement; Amendments. Except as otherwise specified herein, this Agreement and the Exhibit constitute
the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede and preempt any
prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner
to the subject matter hereof.