American Home Shield 2013 Annual Report Download - page 226

any such amounts against any other obligations of the Director to the Company or any of its Subsidiaries.
(f) Certain Restrictions on Repurchases; Delay of Repurchase . Notwithstanding any other provision of this Agreement, the Company
shall not be permitted or obligated to make any payment with respect to a repurchase of any Shares from the Director if ( i) such repurchase (or the
payment of a dividend by a Subsidiary to the Company to fund such repurchase) would result in a violation of the terms or provisions of, or result
in a default or an event of default under, any guaranty, financing or security agreement or document entered into by the Company or any Subsidiary
from time to time (the “Financing Agreements”), (ii) such repurchase would violate any of the terms or provisions of the Certificate of Incorporation
and By-laws of the Company or (iii) the Company has no funds legally available to make such payment under the General Corporation Law of the
State of Delaware. If payment with respect to a repurchase by the Company otherwise permitted or required under this Section 5 is prevented by the
terms of the preceding sentence: (i) the payment of the applicable Purchase Price shall be postponed and will take place at the first opportunity
thereafter when the Company has funds legally available to make such payment and when such payment will not result in any default, event of
default or violation under any of the Financing Agreements or in a violation of any term or provision of the Certificate of Incorporation or By-laws,
(ii) such repurchase obligation shall rank against other similar repurchase obligations with respect to Common Stock according to priority in time of
the effective date of the termination of employment giving rise to such repurchase ( provided that any repurchase commitment arising from Disability
or death shall have priority over any other repurchase obligation) and ( iii) the Purchase Price, except in the case of a termination for Cause, shall be
increased by an amount equal to interest on such Purchase Price for the period during which payment is delayed at an annual rate equal to the
weighted average cost of the Company’s senior secured bank indebtedness outstanding during the delay period.
(g) Right to Retain Shares. If the options of the Company and the CD&R Investors to purchase the Shares pursuant to this Section 5 are
not exercised with respect to all of the Shares, the Director shall be entitled to retain the remaining Shares, although those Shares shall remain subject
to all of the other provisions of this Agreement.
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