American Home Shield 2011 Annual Report Download - page 201
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(c) Discretionary Acceleration. The Board, in its sole discretion, may accelerate the vesting of all or a portion
of the Restricted Stock Units at any time and from time to time.
(d) Effect of Termination of Employment. Upon termination of the Employee's employment with the
Company and its Subsidiaries for any reason (whether initiated by the Company or by the Employee), any unvested
Restricted Stock Units shall be forfeited.
Section 3. Dividend Equivalents
If the Company pays any cash dividend or similar cash distribution on the Common Stock, the Company shall credit
to the Employee's account an amount equal to the product of (x) the number of the Employee's Restricted Stock Units as of
the record date for such distribution times (y) the per share amount of such dividend or similar cash distribution on Common
Stock. Any cash amounts credited to the Employee's account shall be paid to the Employee on the Settlement Date (as
defined below). If the Company makes any dividend or other distribution on the Common Stock in the form of Common
Stock or other securities, the Company will credit the Employee's account with that number of additional shares of Common
Stock or other securities that would have been distributed with respect to that number of shares of Common Stock underlying
the Employee's Restricted Stock Units as of the record date thereof. Any such additional shares of Common Stock or other
securities shall be subject to the same restrictions as apply to the Restricted Stock Units.
Section 4. Settlement
Subject to Section 8(a), promptly following the date on which a Restricted Stock Unit becomes vested, and in any
event no later than March 15th of the calendar year following the calendar year in which such vesting occurs (the "Settlement
Date"), the Employee shall receive, without payment, one Settlement Share in respect of each such Restricted Stock Unit. On
or before any Settlement Date, unless otherwise determined by the Board, the Company and the Employee shall enter into a
Subscription Agreement that contains repurchase rights, a voting proxy and transfer and other restrictions on the Settlement
Shares in the form then customarily used by the Company for such purpose; provided that, if the Employee has previously
entered into a Subscription Agreement containing such restrictions, then the Settlement Shares shall be treated as "Shares" for
purposes of that Subscription Agreement and shall be subject to such restrictions.
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