Exhibit 10.1
ServiceMaster Global
Holdings, Inc.
The ServiceMaster
Company
860 Ridge Lake
Boulevard
Memphis, Tennessee
38120
[ · ], 2009
[Consultant name]
[address]
Ladies and Gentlemen:
Since the 2007 acquisition of The
ServiceMaster Company (the “ Company ”) by a
wholly-owned subsidiary of ServiceMaster Global Holdings, Inc.
(“ Parent ”), you and the other equity sponsors
of that acquisition have received regular reports and participated
in numerous monthly operating review meetings regarding the
business, operations and financial condition of the Parent, the
Company and its and their subsidiaries (the “ Company
Group ”) in order to enable you to provide oversight and
input as to the performance of the Company Group. The Company
has concluded that, in light of the scope and extent of the
on-going management and consulting services being provided by [
Consultant name ] (“ you ” or “
Consultant ”), it would be appropriate to compensate
you for those services on the terms and subject to conditions that
follow:
1.
The Company has
retained you, and you hereby agree to accept such retention, to
provide to the Company Group, when and if called upon, management
and consulting services in the form of making available one of your
employees to serve as a member of, or observer to, the Board of
Directors of Parent and/or the Company and to participate in
periodic operating reviews conducted with senior management of the
Company Group (the “ Consulting Services ”) and
such other ancillary advice as may be reasonably requested by the
Company Group. As compensation for the Consulting Services,
commencing on the date hereof, the Company agrees to pay you a fee
(the “ Consulting Fee ”) as follows: ( i
) $[ ·
(1)] within five
business days of your returning to the Company a countersigned copy
of this agreement, and $[ ·
(2)] on
October 1, 2009, for the calendar year 2009, and ( ii
) $[ ·
(3)] per year
thereafter, one quarter of which shall be payable quarterly in
advance on the first day of each January, April, July and
October, beginning on January 1, 2010.
2.
The Company will,
and will cause each member of the Company Group to, use its
commercially reasonable efforts to furnish, or to cause their
respective subsidiaries and agents to furnish, Consultant with such
information (the “ Information ”) as may be
reasonably needed in order for the Consultant to fulfill its
engagement hereunder. The Company acknowledges
and
(1)
$375,000 in the case of BAS and
Citigroup; $187,500 in the case of JPMorgan.
(2)
$125,000 in the case of BAS and
Citigroup; $62,500 in the case of JPMorgan.
(3)
$500,000 in the case of BAS and
Citigroup; $250,000 in the case of JPMorgan.
agrees that ( a
) Consultant will rely on the Information and on information
available from generally recognized public sources in performing
the Consulting Services and the services contemplated by paragraph
1 and ( b ) Consultant does not assume responsibility
for the accuracy or completeness of the Information and such other
information.
3.
Consultant
acknowledges that, concurrently with the execution of this
agreement, the Company is entering into substantially similar
agreements with [ ·
] and [
·
] and that the
Company has previously entered into a Consulting Agreement, dated
as of July 24, 2007 (as the same may be amended from time to
time, the “ CD&R Consulting Agreement ”),
with Clayton, Dubilier & Rice, Inc. (collectively,
the “ Other Consultants ”), pursuant to which
the Other Consultants are to provide consulting services to the
Company Group. The Consultant will coordinate with the Other
Consultants in connection with its provision of such services to
the Company Group, provided that Consultant shall not be
liable to any member of the Company Group as a result of any such
services provided, or the failure to provide such services, by the
Other Consultants.
4.
Parent and the Company (on behalf of
itself and the other members of the Company Group) hereby
acknowledge and agree that the services provided by Consultant
hereunder are being provided subject to the terms of this agreement
(including, without limitation, paragraph 10) and that Consultant
shall be entitled to the benefits of the Indemnification Agreement,
dated as of the July 24, 2007, among Parent, the Company,
Consultant and certain of its affiliates (as the same may be
amended from time to time, the “ Indemnification
Agreement ”) with respect to the services provided by
Consultant hereunder to the same extent as is provided for in the
Indemnification Agreement with respect to the Initial Services (as
defined in the Indemnification Agreement).
5.
You shall act as an independent
contractor, with duties solely to the Company Group. The
provisions hereof shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors and
assigns. Nothing in this agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or
their respective successors and assigns, any rights or remedies
under or
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