American Home Shield 2013 Annual Report Download - page 216

(i) Code of Ethics and Business Conduct. Executive has been provided or have access through the Company’s intranet site to, and agrees to
abide by, the Company Code of Ethics and Business Conduct.
(ii) Non-Compete/Non-Solicit/Confidentiality . Executive is subject to a separate agreement covering his obligations to not compete or solicit
employees or customers, and confidentiality obligations as to information he has learned or had access to during his employment.
3. Additional Requirements.
(a) Litigation and Regulatory Cooperation. During and after Executive’s employment, Executive shall cooperate fully with the Company 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 the Company or its affiliates
that relate to events or occurrences that transpired while Executive was employed by the Company.
(b) Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by the Company and its successors and assigns
and by Executive and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In
addition, the Company may, upon notice to Executive, assign this Agreement to an affiliate of the Company without the consent of Executive and, following
any such assignment, shall be relieved of any right or obligation under this Agreement (whereupon such affiliate shall be “the Company” for purposes of this
Agreement). For purposes of this Agreement, an “affiliate” of the Company shall mean any person that controls, is controlled by, or is under common control
with the Company.
(c) Notices. 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, if to Executive, at his address in the records of
the Company, and to the Company to: ServiceMaster Global Holdings, Inc., c/o The ServiceMaster Company, 860 Ridge Lake Blvd., Memphis, TN 38120,
attention Senior Vice President, Human Resources, or to such other address as party may have furnished to the other in writing.
(d) Entire Agreement; Modification . Except as otherwise specified herein, this Agreement and the Exhibit constitute the entire agreement and
understanding between the parties, and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or
oral, relating to severance or separation pay. 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 Senior Vice President, who is not Executive. No waiver by either party of a breach or condition of this Agreement 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 the Company to
insist upon strict compliance with any provision of this Agreement or to assert any right which Executive or the Company may have shall not be deemed to be
a