**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 TheServiceMaster Company (the “Company”) by a wholly-owned subsidiary ofServiceMaster Global Holdings, Inc. (“Parent”), you and the otherequity sponsors of that acquisition have received regular reports andparticipated in numerous monthly operating review meetings regarding thebusiness, operations and financial condition of the Parent, the Company and itsand their subsidiaries (the “Company Group”) in order to enable you toprovide oversight and input as to the performance of the Company Group.  The Company has concluded that, in light ofthe scope and extent of the on-going management and consulting services beingprovided by [**Consultant name**] (“you” or “Consultant”),it would be appropriate to compensate you for those services on the terms andsubject to conditions that follow:

 

# 1.                                       The Company hasretained you, and you hereby agree to accept such retention, to provide to theCompany Group, when and if called upon, management and consulting services inthe form of making available one of your employees to serve as a member of, orobserver to, the Board of Directors of Parent and/or the Company and toparticipate in periodic operating reviews conducted with senior management ofthe Company Group (the “Consulting Services”) and such other ancillaryadvice 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 “ConsultingFee”) as follows: (i) $[·(1)] within fivebusiness days of your returning to the Company a countersigned copy of thisagreement, and $[·(2)] on October 1,2009, for the calendar year 2009, and (ii) $[·(3)] per year thereafter, one quarter of which shallbe payable quarterly in advance on the first day of each January, April, July andOctober, beginning on January 1, 2010.

 

# 2.                                       The Companywill, and will cause each member of the Company Group to, use its commercially reasonableefforts to furnish, or to cause their respective subsidiaries and agents tofurnish, Consultant with such information (the “Information”) as may bereasonably needed in order for the Consultant to fulfill its engagement hereunder.  The Company acknowledges and 

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(1)               $375,000 in the case of BAS andCitigroup; $187,500 in the case of JPMorgan.

 

(2)               $125,000 in the case of BAS andCitigroup; $62,500 in the case of JPMorgan.

 

(3)               $500,000 in the case of BAS andCitigroup; $250,000 in the case of JPMorgan.

 

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# agreesthat (a) Consultant will rely on the Information and on informationavailable from generally recognized public sources in performing the ConsultingServices and the services contemplated by paragraph 1 and (b) Consultantdoes not assume responsibility for the accuracy or completeness of theInformation and such other information.

#  

# 3.                                       Consultantacknowledges that, concurrently with the execution of this agreement, the Companyis entering into substantially similar agreements with [·] and [·] and that theCompany 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 ConsultingAgreement”), with Clayton, Dubilier & Rice, Inc. (collectively,the “Other Consultants”), pursuant to which the Other Consultants are toprovide consulting services to the Company Group.  The Consultant will coordinate with the OtherConsultants in connection with its provision of such services to the CompanyGroup, provided that Consultant shall not be liable to any member of theCompany Group as a result of any such services provided, or the failure toprovide such services, by the Other Consultants.

 

4.                                       Parent and the Company (on behalf ofitself and the other members of the Company Group) hereby acknowledge and agreethat the services provided by Consultant hereunder are being provided subjectto the terms of this agreement (including, without limitation, paragraph 10)and that Consultant shall be entitled to the benefits of the IndemnificationAgreement, dated as of the July 24, 2007, among Parent, the Company,Consultant and certain of its affiliates (as the same may be amended from timeto time, the “Indemnification Agreement”) with respect to the servicesprovided by Consultant hereunder to the same extent as is provided for in theIndemnification Agreement with respect to the Initial Services (as defined inthe Indemnification Agreement).

 

5.                                       You shall act as an independentcontractor, with duties solely to the Company Group.  The provisions hereof shall inure to thebenefit of and shall be binding upon the parties hereto and their respectivesuccessors and assigns.  Nothing in thisagreement, expressed or implied, is intended to confer on any person other thanthe parties hereto or their respective successors and assigns, any rights orremedies under or by reason of this agreement. Without limiting the generality of the foregoing, the partiesacknowledge that nothing in this agreement, expressed or implied, is intendedto confer on any present or future holders of any securities of the Parent orits subsidiaries or affiliates, or any present or future creditor of the Parentor its subsidiaries or affiliates, any rights or remedies under or by reason ofthis agreement or any performance hereunder.

 

6.                                       THIS AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCHPRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHERJURISDICTION.  Each of the parties heretoirrevocably and unconditionally (a) agrees that any legal suit,action or proceeding brought by any party hereto arising out of or based uponthis agreement or the transactions contemplated hereby may be brought in anycourt of the State of New York or Federal District Court for the SouthernDistrict of New York located in the City, County and State of New York (each, a“New York Court”), (b) waives, to the fullest extent that itmay effectively do so, any objection that it may now or hereafter have to thelaying of venue of any such proceeding brought in a New York Court, and anyclaim that any such 

 

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action or proceeding brought in a New York Court has been brought in aninconvenient forum, (c) submits to the exclusive jurisdiction ofany New York Court in any suit, action or proceeding and (d) ACKNOWLEDGESAND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT ISLIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVESANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYLITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT.  With respect to clause (d) of theimmediately preceding sentence, each of the parties hereto acknowledges andcertifies that (i) no representative, agent or attorney of anyother party has represented, expressly or otherwise, that such other partywould not, in the event of litigation, seek to enforce the waiver containedtherein, (ii) it understands and has considered the implications ofsuch waiver, (iii) it makes such waiver voluntarily and (iv) ithas been induced to enter into this agreement by, among other things, themutual waivers and certifications contained in this paragraph 6.

 

7.                                       All notices and other communications to begiven to any party hereunder shall be sufficiently given for all purposeshereunder if in writing and delivered by hand, courier or overnight deliveryservice, or three days after being mailed by certified or registered mail,return receipt requested, with appropriate postage prepaid, or when received inthe form of a facsimile (receipt confirmation requested), and shall be directedto the address set forth below (or at such other address or facsimile number assuch party shall designate by like notice):

 

If to Parent orthe Company:

 

The ServiceMaster Company

860 Ridge Lake Boulevard

Memphis, Tennessee 38120

Attention:  General Counsel

Facsimile:   (901)597-8025

 

with a copy to:

 

Clayton, Dubilier & Rice, Inc.

375 Park Avenue

18th Floor

New York, New York 10152

Attention: Theresa Gore

Facsimile: (212) 407-5252

 

if to Consultant,at the address set forth below its signature.

 

8.                                       This agreement shall continue in effect untilJune 30, 2016 or the earlier termination of the CD&R ConsultingAgreement, and may be earlier terminated by Consultant on 30 days’ priorwritten notice to the Company.  Theprovisions of this agreement shall survive any termination hereof, providedthat, notwithstanding the foregoing, paragraph 1 shall survive any terminationsolely as to any portion of any Consulting Fee not paid or reimbursed prior tosuch termination.

 

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9.                                       Except in cases of gross negligence orwillful misconduct, Consultant, its affiliates and any of its and their respectiveemployees, officers, directors, partners, consultants, members or stockholders shallhave no liability of any kind whatsoever to any member of the Company Group forany damages, losses or expenses (including, without limitation, interest,penalties and fees and disbursements of attorneys, accountants, investmentbankers and other professional advisors) with respect to the provision ofservices hereunder.  In no event shallConsultant, its affiliates and any of its and their respective employees, officers,directors, partners, consultants, members or stockholders have liability of anykind whatsoever to any member of the Company Group for any special, punitive,incidental or consequential damages.

 

10.                                 This agreement, together with theIndemnification Agreement, the Stockholders Agreement, dated as of July 24,2007, among the Parent and certain of its stockholders, and the RegistrationRights Agreement, dated as of July 24, 2007, among the Parent and certainof its stockholders, constitute the entire agreement between Consultant, theCompany and the Parent with respect to the subject matter of this agreement andsupersede any prior discussions, correspondence, negotiation, proposed termsheet, agreement, understanding or arrangement, and there are no agreements orunderstandings between the parties in respect of the subject matter hereofother than those set forth or referred to in this agreement.  The Company and the Parent acknowledge andagree that Consultant makes no representations or warranties in connection withthis agreement or its provision of services pursuant hereto.  The Company agrees that any acknowledgment oragreement made by the Company in this agreement is made on behalf of theCompany and the other members of the Company Group.

 

11.                                 This agreement shall be binding upon andinure to the benefit of the parties to this agreement and their respectivesuccessors and assigns; provided, that (i) neither thisagreement nor any right, interest or obligation hereunder may be assigned byeither party, whether by operation of law or otherwise, without the expresswritten consent of the other party hereto and (ii) any assignmentby Consultant of its rights but not the obligations under this agreement to anyentity directly or indirectly controlling, controlled by or under commoncontrol with Consultant shall be expressly permitted hereunder and shall notrequire the prior written consent of the Company.  This agreement is not intended to confer anyright or remedy hereunder upon any person or entity other than the parties tothis agreement and their respective successors and assigns.

 

12.                                 This Agreement may be executed in anynumber of counterparts, each of which shall be deemed an original and whichtogether shall constitute one agreement. This Agreement may not be amended, restated, supplemented or otherwisemodified, and no provision of this Agreement may be waived, other than in awriting (a) duly executed by the parties hereto, and (b) approvedby a majority of the members of the Parent’s board of directors who are notemployees of the Parent or its subsidiaries or Consultant or its affiliates.

 

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If the foregoing sets forth the understanding between us, please soindicate on the enclosed signed copy of this letter in the space providedtherefor and return it to us, whereupon this letter shall constitute a bindingagreement among us.

 

 
|                                         | Very truly yours,                    |
|----------------------------------------------|--------------------------------------|
|                                         |                                 |
|                                         | THE SERVICEMASTER  COMPANY           |
|                                         |                                 |
|                                         |                                 |
|                                         | By:                                  |   |
|                                         |                                 |   Name: |
|                                         |                                 |   Title: |
|                                         |                                 |   |
|                                         |                                 |   |
|                                         | SERVICEMASTER GLOBAL  HOLDINGS, INC. |
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|                                         | By:                                  |   |
|                                         |                                 |   Name: |
|                                         |                                 |   Title: |
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| Agreed to and accepted  as of the date first |                                 |   |
| above written:                               |                                 |   |
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| **[insert name of Consultant]**              |                                 |   |
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| By:                                          |                                 |   |   |   |
|                                         |   Name:                    |   |   |
|                                         |   Title:                   |   |   |
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| Address for Notice:                          |                                 |   |
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| Attention:                                   |                                 |   |   |
| Facsimile:                                   |                                 |   |   |

 

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