American Home Shield 2011 Annual Report Download - page 198
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Exhibit A
As used in this Agreement, the following terms shall have the respective meanings set forth below:
(a) "Cause" means:
(1) a material breach by Executive of his duties and responsibilities (other than as a result of
incapacity due to physical or mental illness) which is demonstrably willful and deliberate on Executive's part, which
is committed in bad faith or without reasonable belief that such breach is in the best interests of ServiceMaster and
which is not remedied within thirty (30) days after receipt of written notice from ServiceMaster specifying such
breach; or
(2) the commission by Executive of a felony or misdemeanor (whether or not a felony) involving any
act of fraud, embezzlement, or dishonesty, or any other intentional misconduct by Executive that adversely and
significantly affects the business affairs or reputation of ServiceMaster or an affiliated company; or
(3) any failure by Executive to cooperate with any investigation or inquiry into Executive's business
practices, whether internal or external, including, but not limited to Executive's refusal to be deposed or to provide
testimony at any trial or inquiry.
(b) "Good Reason" means, without Executive's written consent, the occurrence of any of the following events:
(1) any of (i) the reduction in any material respect in Executive's position(s), authorities or
responsibilities with ServiceMaster, or (ii) any failure to re-elect Executive to serve as President of a business unit of
the Company; or
(2) a reduction in Executive's Base Salary or target annual bonus percentage, each as in effect on the
date hereof or as the same may be increased from time to time thereafter, other than reductions that are proportionate
to reductions applicable to other senior executives of the Company
If Executive determines that Good Reason exists, Executive must notify ServiceMaster in writing, within ninety (90) days following
Executive's knowledge of the first event which