American Home Shield 2011 Annual Report Download - page 195

7. Modification or Waiver. No provision of this Agreement may be modified or waived unless such modification or
waiver is agreed to in writing and signed by Executive and a member of the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
Failure by Executive or ServiceMaster to insist upon strict compliance with any provision of this Agreement or to assert any right
which Executive or ServiceMaster may have hereunder shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.
8. Governing Law; Validity. The interpretation, construction and performance of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of
conflicts of laws. The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of
any of the other provisions of this Agreement, which other provisions shall remain in full force and effect.
9. Withholding. Any payments provided for herein shall be reduced by any amounts required to be withheld by the
Company from time to time under applicable Federal, state or local income or employment tax laws or similar statutes or other
provisions of law then in effect.
10. Payments by Subsidiaries. Executive acknowledges that one or more payments hereunder may be paid by one or
more of the Company's subsidiaries, and Executive agrees that any such payment made by such subsidiary shall satisfy the obligations
of the Company hereunder with respect to (but only to the extent of) such payment.
11. No Guaranteed Employment. This Agreement shall not constitute an employment contract or establish a term of
employment, and nothing herein will change Executive's status as an "at-will" employee. No provision of this Agreement shall be
construed to impair the right of the Company and Executive to elect to terminate Executive's employment at any time and for any
reason or no reason.
12. Section 409A. To the extent that any reimbursement, fringe benefit, or other similar plan or arrangement in which
Executive participates during the term of the Executive's employment under this Agreement or thereafter provides for a "deferral of
compensation" within the meaning of Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject
to liquidation or exchange for another benefit; (ii) the amount eligible for reimbursement or payment under such plan or arrangement
in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan
providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed