Exhibit 10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE
This Separation
Agreement and General Release (“ Agreement ”),
effective as of August 13, 2007 (the “ Effective Date
”), is made and entered into by you, Katrina L. Helmkamp, on
behalf of yourself, your heirs, executors, administrators,
successors and assigns (collectively referred to as “
you ” or “ Employee ”) and The
ServiceMaster Company, on behalf of itself, its divisions,
subsidiaries, affiliates, related companies, predecessors,
successors, assigns, and their officers, directors, employees,
insurers, stockholders, and agents (collectively referred to as
“ ServiceMaster ”). In consideration of
the mutual covenants in this Agreement, the parties hereby agree as
follows:
1.
Separation Date . You are voluntarily terminating your
employment with ServiceMaster, which employment will end on August
17, 2007 (“ Separation Date ”). You agree
to remain employed through the Separation Date. You will continue
to be paid your base salary at an annual rate of $463,500 through
and including the Separation Date in accordance with the payroll
practices of ServiceMaster.
2.
Duties . From and after the Effective Date, you shall
not be required to be present in your office in Memphis, Tennessee;
provided, however, that you shall make yourself available during
normal business hours for the purpose of transitioning your duties
and responsibilities and, upon reasonable request, shall commute to
your office in Memphis for the purpose of transitioning your duties
and responsibilities.
3.
Separation Pay . In connection with your
termination of employment, ServiceMaster agrees to pay you, within
five (5) business days after your Separation Date, by lump sum cash
payment, a gross amount equal to $1,836,750, less applicable
payroll withholdings and other deductions. If your employment
is terminated prior to the Separation Date by ServiceMaster for
Cause, you will forfeit all rights to any payment under this
section. As used in this Agreement, Cause shall
mean:
(1)
a material breach of your duties and responsibilities which do not
differ in any material respect from your duties and
responsibilities during the 90-day period immediately prior to July
24, 2007 (other than as a result of incapacity due to physical or
mental illness) which is demonstrably willful and deliberate on
your part, which is committed in bad faith or without reasonable
belief that such breach is in the best interests of ServiceMaster
and which is not remedied in a reasonable period of time after
receipt of written notice from ServiceMaster specifying such breach
and period of time; or
(2)
your commission of a felony or misdemeanor involving any act of
fraud, embezzlement or dishonesty or any other intentional
misconduct by you that materially and adversely affects the
business affairs or reputation of ServiceMaster or an affiliated
company.
4.
Group Insurance . For a period of two years
commencing on the Separation Date, ServiceMaster and its affiliated
companies shall continue to keep in full force and effect
all
policies of medical,
accident, disability and life insurance with respect to you and
your dependents with the same level of coverage, upon the same
terms and otherwise to the same extent as such policies are in
effect as of the date of this Agreement or, if more favorable to
you, as provided generally with respect to other peer employees of
ServiceMaster and its affiliated companies, and ServiceMaster and
you shall share the costs of the continuation of such insurance
coverage in the same proportion as such costs are shared as of the
date of this Agreement. After the expiration of such two-year
period, you shall be entitled to continue your medical coverage
under Federal law (COBRA).
5.
PSRP . Your participation and your eligibility to
participate in the ServiceMaster Profit Sharing and Retirement Plan
(“ PSRP ”) will end at the close of business on
the Separation Date. Any amounts to be paid, distributed,
rolled over, or held under the PSRP will be paid, distributed,
rolled over or held in accordance with the terms of the PSRP and
applicable rules and regulations.
6.
Deferred Compensation Plan . If you participate in or
are eligible to participate in ServiceMaster’s Deferred
Compensation Plan, your participation and your eligibility to
participate in the ServiceMaster Deferred Compensation Plan
(“ DCP ”) will end on the Separation Date.
Any amounts to be paid or distributed under the DCP will be paid or
distributed in accordance with the terms of the DCP and your
elections.
7.
ABP and CPP . Your participation and your
eligibility to participate in the ServiceMaster 2007 Annual Bonus
Plan and 2007 Corporate Performance Plan will end on the Separation
Date.
8.
Vacation . On the Separation Date you will be
paid for any unused, earned vacation days.
9.
Release . In exchange for the agreements described
in Sections 3 and 4, you hereby agree to waive and release
and forever discharge ServiceMaster and its respective past and
present directors, managers, officers, shareholders, agents,
employees, attorneys, servants, parent corporations, subsidiaries,
divisions, limited partnerships, affiliated corporations, and
successors and assigns, and each of them, separately and
collectively (“ Releasees ”), from any and all
existing claims, charges, complaints, liens, demands, causes of
action, obligations, damages and liabilities, known or unknown,
suspected or unsuspected, that you ever had, now have or may claim
to have against Releasees including, but not limited to, claims and
causes of action arising out of or in any way related to your
employment with or separation from ServiceMaster, to any services
performed for ServiceMaster, to any status, term or condition in
such employment, or to any physical or mental harm or distress from
such employment or non-employment or claim to any hire, rehire or
future employment of any kind by ServiceMaster. This
includes, but is not limited to, claims based on express or implied
contract, covenants of good faith and fair dealing, wrongful
discharge, claims under federal, state, and local laws, regulations
and ordinances, including but not limited to Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Americans
with Disabilities Act and the Age Discrimination in
Employment Act, the Employee Retirement Income
Security Act (“ ERISA ”), claims for violation
of public policy, tort or common law; and claims for additional
compensation or damages or attorneys’ fees. You
understand that this Agreement includes a release of all known and
unknown claims to the date of this Agreement. This Release
does not, however, apply to or waive any rights you may have under
applicable worker’s compensation laws. Moreover,
nothing in this Agreement will prohibit you from filing a charge of
discrimination with the Equal Employment Opportunity
Commission.
10.
Covenant Not to Sue . You agree that you will not
commence, aid, or maintain any action or other legal proceeding
based upon any claim arising out of or related to the matters
released in this Agreement, except for the purpose of enforcing
this Agreement or as required by law.
11.
Acknowledgements . You further agree that:
·
You have read this Agreement and understand all of its terms;
·
You are entering into this Agreement knowingly, volunta
