American Home Shield 2011 Annual Report Download - page 204

instrument of the Company or any of its Subsidiaries or to the extent that, following a Public Offering, a facility is in place by
which the Employee may sell Settlement Shares in the public market to satisfy such obligations.
(b) Limitation of Benefits. If, whether as a result of accelerated vesting, the grant of an Alternative Award or
otherwise, the Employee would receive any payment, deemed payment or other benefit as a result of the operation of
Section 2(b) that, together with any other payment, deemed payment or other benefit the Employee may receive under any
other plan, program, policy or arrangement, would constitute an "excess parachute payment" under section 280G of the Code,
then, notwithstanding anything in this Agreement to the contrary, the payments, deemed payments or other benefits the
Employee would otherwise receive under Section 2(b) shall be reduced to the extent necessary to eliminate any such excess
parachute payment and the Employee shall have no further rights or claims with respect thereto. If the preceding sentence
would result in a reduction of the payments, deemed payments or other benefits the Employee would otherwise receive under
this Agreement (together with any reductions under any other plan, program, policy or arrangement) on an after-tax basis by
more than 5%, the Company will use its commercially reasonable best efforts to seek the approval of the Company's
shareholders in the manner provided for in section 280G(b)(5) of the Code and the regulations thereunder with respect to
such reduced payments or other benefits (if the Company is eligible to do so), so that such payments would not be treated as
"parachute payments" for these purposes (and therefore would cease to be subject to reduction pursuant to this Section 8(b));
provided, however, that if the Company seeks such approval on behalf of the Employee, the Company's request for the
approval of such payments to the Employee shall be submitted to the shareholders on a single slate with all other persons for
whom such approval is being sought, and not individually. This Section 8(b) shall cease to apply if the stock of the Company
or any direct or indirect parent or subsidiary of the Company becomes readily tradable on an established securities market or
otherwise within the meaning of 26 CFR 1.280G-1, Q/A-6.
(c) Authorization to Share Personal Data. The Employee authorizes any Affiliate of the Company that
employs the Employee or that otherwise has or lawfully obtains personal data relating to the Employee to divulge such
personal data to the Company if and to the extent appropriate in connection with this Agreement or the administration of the
Plan.
(d) No Rights as Stockholder; No Voting Rights. The Employee shall have no rights as a stockholder of the
Company with respect to any Restricted Stock Units or Settlement Shares covered by the Restricted Stock Units until the
delivery of the Settlement Shares.
(e) No Right to Continued Employment. Nothing in this Agreement shall be deemed to confer on the
Employee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the
right of the Company or any Subsidiary to terminate such employment at any time.
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