Exhibit 10.11


 


AMENDED AND
RESTATED


INDEMNIFICATION
AGREEMENT


 


This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT,
dated as of November 23, 2009 (this “Agreement”), is entered into
by and among ServiceMaster Global Holdings, Inc., a Delaware corporation (the
“Company”), The ServiceMaster Company, a Delaware corporation (“ServiceMaster”
and, together with the Company, the “Company Entities”), Clayton,
Dubilier & Rice Fund VII, L.P., a Cayman Islands exempted limited
partnership, (the “Investor”), Clayton, Dubilier & Rice Fund
VII (Co-Investment), L.P.; CD&R Parallel Fund VII, L.P.; and CDR SVM
Co-Investor, L.P., each a Cayman Islands exempted limited partnership
(collectively, the “Other Investors”), Clayton, Dubilier & Rice, Inc.,
a Delaware corporation (“CD&R Inc.”), Clayton, Dubilier &
Rice, LLC, a limited liability company organized under the laws of Delaware (“Manager”)
and the successor to the investment management business of CD&R Inc., and
Clayton, Dubilier &  Rice Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R
LP”). Capitalized terms used herein without definition have the meanings
set forth in Section 1 of this Agreement.


 


RECITALS


 


A.          The
general partner of the Investor is CD&R Associates VII, Ltd., a Cayman
Islands exempted company (the “GP of the Fund”), and the special limited
partner of the Investor is CD&R Associates VII, L.P., a Cayman Islands
exempted limited partnership (together with the GP of the Fund, any general
partner of the Other Investors and any other investment vehicle that is a
direct or indirect stockholder in the Company managed by Manager or its
Affiliates, “Manager Associates”).


 


B.           The
Company is an acquisition vehicle formed by CD&R Inc. that executed an
Agreement and Plan of Merger, dated March 18, 2007 (as the same may have
been amended from time to time in accordance with its terms and the
Stockholders Agreement, the “Merger Agreement”), to acquire via merger,
on the terms and subject to the conditions set forth in the Merger Agreement,
all of the capital stock of ServiceMaster (such acquisition, the “Merger”).


 


C.           The
Company and certain of its stockholders entered into a Stockholders Agreement
(as the same may be amended from time to time in accordance with the terms
thereof, the “Stockholders Agreement”), dated as of July 24, 2007,
setting forth certain agreements with respect to, among other things, the
management of the Company and transfers of its shares in various circumstances.


 


D.          In
connection with the Merger, each Committing Investor (as defined in the
Stockholders Agreement) entered into a Commitment Letter (as defined in the
Stockholders Agreement), pursuant to which such Committing Investor agreed,
subject to


 

















 


the
conditions set forth therein, to purchase stock of the Company for an aggregate
purchase price equal to its Commitment (as defined in the Commitment Letter).


 


E.           In order to finance
the Merger and related transactions, the Company sold shares of its common
shares, par value US$0.01 per share (“Shares”), to the Committing
Investors, including the Investor, and to certain co-investors and such other
stockholders of the Company as are listed in the signature pages of the
Stockholders Agreement or as otherwise became stockholders of the Company prior
to the Merger pursuant to the terms thereof (the “Equity Offering”).


 


F.           In order to finance
the Merger, the Company and/or one or more of its wholly-owned Subsidiaries
entered into the Debt Financing (as defined in the Merger Agreement).


 


G.           The Company Entities,
the Investor, the Other Investors and CD&R Inc. entered into an
Indemnification Agreement, dated as of July 24, 2007 (the “Original Indemnification
Agreement”).


 


H.          Concurrently with the
execution and delivery of the Original Indemnification Agreement, the Company,
CD&R Inc. and certain other parties entered into a Transaction Fee
Agreement, dated as of July 24, 2007 (the “Transaction Fee Agreement”),
and CD&R Inc. has performed the Initial Services (as defined in the
Transaction Fee Agreement).


 


I.            Concurrently with
the execution and delivery of the Original Indemnification Agreement, the
Company Entities entered into a Consulting Agreement with CD&R Inc., dated
as of July 24, 2007 (the “Original Consulting Agreement”), and
CD&R Inc. has performed the Consulting Services and Transaction Services
(as defined and provided for in the Original Consulting Agreement).


 


J.            Prior to the date
hereof, the Investor has been managed by CD&R Inc.


 


K.          CD&R Inc. has
reorganized and contributed and assigned to Manager all of CD&R Inc.’s
right, title and interest in and to substantially all of CD&R Inc.’s assets
and properties, with certain enumerated exceptions, and Manager has accepted
such assets and properties and assumed
all of the liabilities, obligations and commitments of CD&R Inc. related to
such assets and properties.


 


L.           CD&R Inc. has
directly or indirectly contributed and assigned its right, title and interest
in certain of its assets and properties, including its equity interests in
Manager, to CD&R LP.


 


M.         The Company or one or
more of its Subsidiaries from time to time since the Acquisition has, and in
the future may (i) offer and sell or cause to be offered and


 


2

















 


sold
equity or debt securities (such offerings, collectively, the “Subsequent
Offerings”), including without limitation (a) offerings of
shares of capital stock or equity-linked instruments of the Company or any of
its Subsidiaries, and/or options to purchase such shares to employees,
directors, managers, dealers, franchisees and consultants of and to the Company
or any of its Subsidiaries (any such offering, a “Management Offering”),
and (b) one or more offerings of debt securities for the purpose of
refinancing any indebtedness of the Company or any of its Subsidiaries or for other
corporate purposes, and (ii) repurchase, redeem or otherwise acquire
certain securities of the Company or any of its Subsidiaries or engage in
recapitalization or structural reorganization transactions relating thereto
(any such repurchase, redemption, acquisition, recapitalization or
reorganization, a “Redemption”), in each case subject to the terms and
conditions of the Stockholders Agreement and any other applicable agreement.


 


N.          The parties hereto
recognize the possibility that claims might be made against and liabilities
incurred by Manager, CD&R Inc., CD&R LP, the Investor, the Other
Investors, Manager Associates, or related Persons or Affiliates under
applicable securities laws or otherwise in connection with the Transactions
(including the Initial Services) or the Securities Offerings, or relating to
other actions or omissions of or by members of the Company Group, or relating
to the provision of financial advisory, investment banking, monitoring and
management consulting services (the “Manager Services”) to the Company
Group by Manager, CD&R Inc. or Affiliates thereof, and the parties hereto
accordingly wish to provide for Manager, CD&R Inc., CD&R LP, the
Investor and Manager Associates and related Persons and Affiliates to be
indemnified in respect of any such claims and liabilities.


 


O.          The parties hereto
recognize that claims might be made against and liabilities incurred by
directors and officers of any member of the Company Group in connection with
their acting in such capacity, and accordingly wish to provide for such
directors and officers to be indemnified to the fullest extent permitted by law
in respect of any such claims and liabilities.


 


P.           Concurrently with the
execution and delivery of this Agreement, the Company Entities and Manager are amending and restating the Original
Consulting Agreement, dated as of the date hereof (as the same may be amended
from time to time in accordance with the terms thereof, the “Amended and
Restated Consulting Agreement”) to take account of Manager as the successor
to the investment management business of CD&R Inc.


 


NOW,
THEREFORE, in consideration of the foregoing premises, and the mutual
agreements and covenants and provisions herein set forth, the parties hereto
hereby agree as follows:


 


3

















 


1.           Definitions.


 


(a)          “Affiliate”
means, with respect to any Person, (i) any other Person directly or
indirectly Controlling, Controlled by or under common Control with, such Person,
(ii) any Person directly or indirectly owning or Controlling 10% or
more of any class of outstanding voting securities of such Person or (iii)
any officer, director, general partner, special limited partner or trustee of
any such Person described in clause (i) or (ii). “Control” of any Person
shall consist of the power to direct the management and policies of such Person
(whether through the ownership of voting securities, by contract, as trustee or
executor, or otherwise).


 


(b)         “Change in Control”
means the first to occur of the following events after the closing date of the
Merger:


 


(i)      the
acquisition by any Person or “group” (as defined in Section 13(d) of
the Securities Exchange Act of 1934, as amended) of 50% or more of the combined
voting power of the Company’s then outstanding voting securities, other than
any such acquisition by any member of the Company Group, any Committing
Investors or their Affiliate Co-Investors (as defined in the Stockholders
Agreement), any employee benefit plan of the Company or any of its Subsidiaries,
or any Affiliates of any of the foregoing;


 


(ii)     the merger, consolidation or other similar transaction involving
the Company, as a result of which Persons who were stockholders of the Company
immediately prior to such merger, consolidation, or other similar transaction
do not, immediately thereafter, own, directly or indirectly,
more than 50% of the combined voting power entitled to vote generally
in the election of directors of the merged or consolidated company;


 


(iii)    within any 24-month period, the persons who were directors of the
Company at the beginning of such period (the “Incumbent Directors”)
shall cease to constitute at least a majority of the votes of the total
authorized membership of the board of directors of the Company, provided
that any director elected or nominated for election to the board of directors of
the Company by a majority vote of the Incumbent Directors then still in
office shall be deemed to be an Incumbent Director for purposes of this clause
(iii); or


 


(iv)    the sale, transfer or other disposition of all or substantially
all of the assets of the Company to one or more


 


4

















 


Persons
that are not, immediately prior to such sale, transfer or other disposition,
Affiliates of the Company.


 


Notwithstanding
the foregoing, a Public Offering shall not constitute a Change in Control.


 


(c)          “Claim” means,
with respect to any Indemnitee, any claim by or against such Indemnitee
involving any Obligation with respect to which such Indemnitee may be entitled
to be indemnified by any member of the Company Group under this Agreement.


 


(d)         “Commission”
means the United States Securities and Exchange Commission or any successor
entity thereto.


 


(e)          “Company Group”
means the Company and any of its Subsidiaries.


 


(f)          “Determination”
means a determination that either (i) there is a reasonable basis
for the conclusion that indemnification of an Indemnitee is proper in the
circumstances because such Indemnitee met a particular standard of conduct (a “Favorable
Determination”) or (ii) solely in the case of an Indemnitee making a
Claim in such Indemnitee’s capacity as director or officer of the Company Group,
there is no reasonable basis for the conclusion that indemnification of an
Indemnitee is proper in the circumstances because such Indemnitee met a
particular standard of conduct (an “Adverse Determination”). Except as
required by law, no Adverse Determination shall be made in the case of any
Indemnitee that is not a director or officer of the Company or in connection with
any Indemnitee Claim not made in its capacity as a director or officer of the
Company Group. An Adverse Determination shall include the decision that a
Determination was required in connection with indemnification and the decision
as to the applicable standard of conduct.


 


(g)         “Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


(h)         “Expenses”
means all attorneys’ fees and expenses, retainers, court, arbitration and
mediation costs, transcript costs, fees of experts, bonds, witness fees, costs
of collecting and producing documents, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, appealing or otherwise
participating in a Proceeding.


 


(i)           “Indemnitee”
means each of Manager, CD&R Inc., CD&R LP, the Investor, the Other
Investors, Manager Associates,
their respective Affiliates, their respective successors and assigns, and
the respective directors, officers, partners, members, employees,
agents, advisors, consultants, representatives and controlling


 


5

















 


persons
(within the meaning of the Securities Act) of each of them, or of their
partners, members and controlling persons, and each other person who is or
becomes a director or an officer of any member of the Company Group, in each
case irrespective of the capacity in which such person acts.


 


(j)           “Independent
Legal Counsel” means an attorney or firm of attorneys competent to render
an opinion under the applicable law, selected in accordance with the provisions
of Section 4(e), who has not otherwise performed any services for any
member of the Company Group or for any lndemnitee within the last three years
(other than with respect to matters concerning the rights of an Indemnitee under
this Agreement or other indemnitees under indemnity agreements similar to this
Agreement).


 


(k)          “Obligations”
means, collectively, any and all claims, obligations, liabilities, causes of
actions, Proceedings, investigations, judgments, decrees, losses, damages
(including punitive and exemplary damages), fees, fines, penalties, amounts
paid in settlement, costs and Expenses (including without limitation interest,
assessments and other charges in connection therewith and disbursements of
attorneys, accountants, investment bankers and other professional advisors), in
each case whether incurred, arising or existing with respect to third parties
or otherwise at any time or from time to time.


 


(l)           “Person”
means an individual, corporation, limited liability company, limited or general
partnership, trust or other entity, including a governmental or political
subdivision or an agency or instrumentality thereof.


 


(m)         “Proceeding”
means a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including without limitation
a claim, demand, discovery request, formal or informal investigation, inquiry,
administrative hearing, arbitration or other form of alternative dispute
resolution, including an appeal from any of the foregoing.


 


(n)         “Public Offering”
means the first day as of which (i) sales of Shares are made to the
public in the United States pursuant to an underwritten public offering led by
one or more underwriters at least one of which is an underwriter of nationally
recognized standing or (ii) the board of directors of the Company has
determined that Shares otherwise have become publicly-traded for this purpose.


 


(o)         “Related Document”
means any agreement, certificate, instrument or other document to which any
member of the Company Group may be a party or by which it or any of its
properties or assets may be bound or affected from time to time relating in any
way to the Transactions or any Securities Offering or any of the transactions
contemplated thereby, including without limitation, in each case as the same
may be amended from time to time, (i) any registration statement
filed by or on behalf of any


 


6

















 


member
of the Company Group with the Commission in connection with the Transactions or
any Securities Offering, including all exhibits, financial statements and
schedules appended thereto, and any submissions to the Commission in connection
therewith, (ii) any prospectus, preliminary, free-writing or otherwise,
included in such registration statements or otherwise filed by or on behalf of
any member of the Company Group in connection with the Transactions or any
Securities Offering or used to offer or confirm sales of their respective
securities in any Securities Offering, (iii) any private placement
or offering memorandum or circular, information statement or other information
or materials distributed by or on behalf of any member of the Company Group or
any placement agent or underwriter in connection with the Transactions or any
Securities Offering, (iv) any federal, state or foreign securities law
or other governmental or regulatory filings or applications made in connection
with any Securities Offering, the Transactions or any of the transactions contemplated
thereby, (v), any dealer-manager, underwriting, subscription, purchase,
stockholders, option or registration rights agreement or plan entered into or
adopted by any member of the Company Group in connection with any Securities
Offering, (vi) any purchase, repurchase, redemption,
recapitalization or reorganization or other agreement entered into by any
member of the Company Group in connection with any Redemption, or (vii)
any quarterly, annual or current reports or other filing filed, furnished or supplementally
provided by any member of the Company Group with or to the Commission or any
securities exchange, including all exhibits, financial statements and schedules
appended thereto, and any submission to the Commission or any securities
exchange in connection therewith.


 


(p)         “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


(q)         “Securities
Offerings” means the Equity Offering, the offering by
ServiceMaster of its 10.75%/11.50% Senior Toggle Notes due 2015, any Management Offering, any Redemption and any
Subsequent Offering.


 


(r)          “Subsidiary” means each
corporation or other Person in which a Person owns or Controls, directly or
indirectly, capital stock or other equity interests representing more than 50%
of the outstanding voting stock or other equity interests.


 


(s)          “Transactions” means the
Merger, the Equity Offering, the Debt Financing and any other transactions for
which Manager Services are provided.


 


2.           Indemnification.


 


(a)          Each of the Company
Entities (each an “Indemnifying Party” and collectively
the “Indemnifying Parties”), jointly and severally,
agrees to indemnify, defend and hold harmless each Indemnitee:


 


7














 


(i)              from
and against any and all Obligations, whether incurred with respect to third
parties or otherwise, in any way resulting from, arising out of or in
connection with, based upon or relating to (A) the Securities Act,
the Exchange Act or any other applicable securities or other laws, in
connection with any Securities Offering, the Debt Financing, any other
Transactions, any Related Document or any of the transactions contemplated
thereby, (B) any other
action or failure to act of any member of the Company Group or any of their
predecessors, whether such action or failure has occurred or is yet to occur, (C) the
performance by CD&R Inc. (or its Affiliates) of the Initial Services
pursuant to the Transaction Fee Agreement or (D) the performance by
Manager or CD&R Inc. of Manager Services for any member of the Company
Group (whether performed prior to the date hereof, hereafter, pursuant to the
Original Consulting Agreement or the Amended and Restated Consulting Agreement
or otherwise); and


 


(ii)             to the fullest extent permitted by the law specified
herein as governing this Agreement, by the law of the place of incorporation of
an Indemnifying Party, or by any other applicable law in effect as of the date
hereof or as amended to increase the scope of permitted indemnification,
whichever is greater (except, with respect to any Indemnifying Party, to the
extent that such indemnification may be prohibited by the law of the place of
incorporation of such Indemnifying Party), from and against any and all
Obligations whether incurred with respect to third parties or otherwise, in any
way resulting from, arising out of or in connection with, based upon or
relating to (A) the fact that such
Indemnitee is or was a director or an officer of any member of the Company Group
or is or was serving at the request of such corporation as a director, officer,
member, employee or agent of or advisor or consultant to another corporation,
partnership, joint venture, trust or other enterprise, (B) any breach or
alleged breach by such Indemnitee of his or her fiduciary duty as a director or
an officer of any member of the Company Group or (C) any payment or
reimbursement by any Indemnitee, pursuant to indemnification arrangements or
otherwise, of any Obligations contemplated in the foregoing clauses (A) or
(B) of this Section 2(a)(ii);


 


in
each case including but not limited to any and all fees, costs and Expenses
(including without limitation fees and disbursements of attorneys and other
professional advisers) incurred by or on behalf of any Indemnitee in asserting,
exercising or enforcing any of its rights, powers, privileges or remedies in
respect of this Agreement, the Transaction Fee Agreement, the Original
Consulting Agreement or the Amended and Restated Consulting Agreement.


 


(b)         Without in any way
limiting the foregoing Section 2(a), each of the Indemnifying Parties
agrees, jointly and severally, to indemnify, defend and hold


 


8

















 


harmless each Indemnitee from and against any and all
Obligations resulting from, arising out of or in connection with, based upon or
relating to liabilities under the Securities Act, the Exchange Act or any other
applicable securities or other laws, rules or regulations in connection
with (i) the inaccuracy or breach of or default under any representation,
warranty, covenant or agreement in any Related Document, (ii) any
untrue statement or alleged untrue statement of a material fact contained in
any Related Document or (iii) any omission or alleged omission to state in any Related Document a
material fact required to be stated therein or necessary to make the statements
therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties
shall not be obligated to indemnify such Indemnitee from and against any such
Obligation to the extent that such Obligation arises out of or is based upon an
untrue statement or omission made in such Related Document in reliance upon and in conformity with written
information furnished to the Indemnifying Parties, as the case may be, in an
instrument duly executed by such Indemnitee and specifically stating that it is
for use in the preparation of such Related Document.


 


(c)          Without
limiting the foregoing, in the event that any Proceeding is initiated by an
Indemnitee or any member of the Company Group to enforce or interpret this
Agreement or any rights of such Indemnitee to indemnification or advancement of
expenses (or related Obligations of such Indemnitee) under any member of the
Company Group’s certificate of incorporation or bylaws, any other agreement to
which Indemnitee and any member of the Company Group are party, any vote of
directors of any member of the Company Group, the Delaware General Corporate
Law, any other applicable law or any liability insurance policy, the
Indemnifying Parties shall indemnify such Indemnitee against all costs and
Expenses incurred by such Indemnitee or on such Indemnitee’s behalf (including
by any Manager Associates for all costs and Expenses incurred by such Person)
in connection with such Proceeding, whether or not such Indemnitee is
successful in such Proceeding, except to the extent that the court presiding
over such Proceeding determines that material assertions made by such
Indemnitee in such Proceeding were in bad faith or were
frivolous.


 


3.           Contribution.


 


(a)          If
for any reason the indemnity provided for in Section 2(a) is
unavailable or is insufficient to hold harmless any Indemnitee from any of the
Obligations covered by such indemnity, then the Indemnifying Parties, jointly
and severally, shall contribute to the amount paid or payable by such
Indemnitee as a result of such Obligation in such proportion as is appropriate
to reflect (i) the relative fault of each member of the Company
Group, on the one hand, and such Indemnitee, on the other, in connection with
the state of facts  giving rise to such Obligation, (ii) if such Obligation
results from, arises out of, is based upon or relates to the Transactions or
any Securities Offering, the relative benefits received by each member of the
Company Group, on the one hand, and such


 


9

















 


Indemnitee,
on the other, from such Transaction or Securities Offering and (iii) if
required by applicable law, any other relevant equitable considerations.


 


(b)         If for any reason the
indemnity specifically provided for in Section 2(b) is unavailable or
is insufficient to hold harmless any Indemnitee from any of the Obligations
covered by such indemnity, then the Indemnifying Parties, jointly and severally,
shall contribute to the amount paid or payable by such Indemnitee as a result
of such Obligation in such proportion as is appropriate to reflect (i) the
relative fault of each of the members of the Company Group, on the one hand,
and such Indemnitee, on the other, in connection with the information contained
in or omitted from any Related Document, which inclusion or omission resulted
in the inaccuracy or breach of or default under any representation, warranty,
covenant or agreement therein, or which information is or is alleged to be
untrue, required to be stated therein or necessary to make the statements
therein not misleading, (ii) the relative benefits received by the
members of the Company Group, on the one hand, and such Indemnitee, on the other,
from such Transaction or Securities Offering and (iii) if required by
applicable law, any other relevant equitable considerations.


 


(c)          For purposes of Section 3(a),
the relative fault of each member of the Company Group, on the one hand, and of
an Indemnitee, on the other, shall be determined by reference to, among other
things, their respective relative intent, knowledge, access to information and
opportunity to correct the state of facts giving rise to such Obligation. For
purposes of Section 3(b), the relative fault of each of the members of the
Company Group, on the one hand, and of an Indemnitee, on the other, shall be
determined by reference to, among other things, (i) whether the
included or omitted information relates to information supplied by the members
of the Company Group, on the one hand, or by such Indemnitee, on the other, (ii)
their respective relative intent, knowledge, access to information and
opportunity to correct such inaccuracy, breach, default, untrue or alleged
untrue statement, or omission or alleged omission, and (iii) applicable
law. For purposes of Section 3(a) or 3(b), the relative benefits
received by each member of the Company Group, on the one hand, and an
Indemnitee, on the other, shall be determined by weighing the direct monetary
proceeds to the Company Group, on the one hand, and such Indemnitee, on the
other, from such Transaction or Securities Offering.


 


(d)         The parties hereto
acknowledge and agree that it would not be just and equitable if contributions
pursuant to Section 3(a) or 3(b) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in such respective Section. No
Indemnifying Party shall be liable under Section 3(a) or 3(b), as
applicable, for contribution to the amount paid or payable by any Indemnitee
except to the extent and under such circumstances as such Indemnifying Party
would have been liable to indemnify, defend and hold harmless such Indemnitee
under the corresponding Section 2(a) or 2(b), as applicable, if such


 


10

















 


indemnity
were enforceable under applicable law. No Indemnitee shall be entitled to
contribution from any Indemnifying Party with respect to any Obligation covered
by the indemnity specifically provided for in Section 2(b) in the
event that such Indemnitee is finally determined to be guilty of Fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) in
connection with such Obligation and the Indemnifying Parties are not guilty of
such fraudulent misrepresentation.


 


4.           Indemnification
Procedures.


 


(a)          Whenever any
Indemnitee shall have actual knowledge of the assertion of a Claim against it,
Manager (acting on its own behalf or, if requested by any such Indemnitee other
than itself, on behalf of such indemnitee) or such Indemnitee shall notify the
appropriate member of the Company Group in writing of the Claim (the “Notice
of Claim”) with reasonable promptness after such Indemnitee has such
knowledge relating to such Claim and has notified Manager thereof; provided
the failure or delay of Manager or such Indemnitee to give such Notice of Claim
shall not relieve any Indemnifying Party of its indemnification obligations
under this Agreement except to the extent that such omission results in a
failure of actual notice to it and it is materially injured as a result of the
failure to give such Notice of Claim. The Notice of Claim shall specify all
material facts known to Manager (or if given by such Indemnitee, such Indemnitee)
relating to such Claim and the monetary amount or an estimate of the monetary
amount of the Obligation involved if Manager (or if given by such Indemnitee,
such Indemnitee) has knowledge of such amount or a reasonable basis for making
such an estimate. The Indemnifying Parties shall, at their expense, undertake
the defense of such Claim with attorneys of their own choosing reasonably
satisfactory in all respects to Manager, subject to the right of Manager to
undertake such defense as hereinafter provided. Manager may participate in such
defense with counsel of Manager’s choosing at the expense of the Indemnifying
Parties. In the event that the Indemnifying Parties do not undertake the
defense of the Claim within a reasonable time after Manager has given the
Notice of Claim, or in the event that Manager shall in good faith determine
that the defense of any claim by the Indemnifying Parties is inadequate or may conflict
with the interest of any Indemnitee (including without limitation, Claims
brought by or on behalf of any member of the Company Group), Manager may, at
the expense of the Indemnifying Parties and after giving notice to the
Indemnifying Parties of such action, undertake the defense of the Claim and compromise
or settle the Claim, all for the account of and at the risk of the Indemnifying
Parties. In the defense of any Claim against an Indemnitee, no Indemnifying
Party shall, except with the prior written consent of Manager, consent to entry
of any judgment or enter into any settlement that includes any injunctive or
other non-monetary relief or any payment of money by such Indemnitee, or that
does not include as an unconditional term thereof the giving by the Person or
Persons asserting such Claim to such Indemnitee of an unconditional release
from all liability on any of the matters that are the subject of such Claim and
an acknowledgement that Indemnitee denies all wrongdoing in connection with
such


 


11

















 


matters.
The Indemnifying Parties shall not be obligated to indemnify Indemnitee against
amounts paid in settlement of a Claim if such settlement is effected by such
Indemnitee without the prior written consent of the Company (on behalf of all
Indemnifying Parties), which shall not be unreasonably withheld. In each case,
Manager and each other Indemnitee seeking indemnification hereunder will
cooperate with the Indemnifying Parties, so long as an Indemnifying Party is
conducting the defense of the Claim, in the preparation for and the prosecution
of the defense of such Claim, including making available evidence within the
control of Manager or such Indemnitee, as the case may be, and persons needed
as witnesses who are employed by Manager or such Indemnitee, as the case may
be, in each case as reasonably needed for such defense and at cost, which cost,
to the extent reasonably incurred, shall be paid by the Indemnifying Parties.


 


(b)         The Manager shall
notify the Indemnifying Parties in writing of the amount requested for advances
(“Notice of Advances”). The Indemnifying Parties hereby agree to advance
reasonable costs and Expenses incurred by Manager (acting on its own behalf or,
if requested by any such Indemnitee other than itself, on behalf of such Indemnitee)
or any Indemnitee in connection with any Claim (but not for any Claim initiated
or brought voluntarily by an Indemnitee other than a Proceeding pursuant to Section 2(c))
in advance of the final disposition of such Claim without regard to whether
Indemnitee will ultimately be entitled to be indemnified for such costs and
expenses upon receipt of an undertaking by or on behalf of Manager or such
Indemnitee to repay amounts so advanced if it shall ultimately be determined in
a decision of a court of competent jurisdiction from which no appeal can be
taken that Manager or such Indemnitee is not entitled to be indemnified by the
Indemnifying Parties as authorized by this Agreement. The Indemnifying Parties
shall make payment of such advances no later than 10 days after the receipt of
the Notice of Advances.


 


(c)          Manager shall notify
the Indemnifying Parties in writing of the amount of any Claim actually paid by
Manager or any other Indemnitee
(the “Notice of Payment”). The amount of any Claim actually paid by
Manager or such Indemnitee shall bear simple interest at the rate equal to the JPMorgan
Chase Bank, N.A. prime rate as of the date of such payment plus 2% per annum,
from the date the Indemnifying Parties receive the Notice of Payment to the
date on which any Indemnifying Party shall repay the amount of such Claim plus
interest thereon to Manager or such Indemnitee. The Indemnifying Parties shall
make indemnification payments to the Manager or such Indemnitee no later than
30 days after receipt of the Notice of Payment.


 


(d)         Determination.
The members of the Company Group intend that Indemnitee shall be indemnified to
the fullest extent permitted by law as provided in Section 2 and that no
Determination shall be required in connection with such indemnification. In no
event shall a Determination be required in connection with advancement of
expenses pursuant to Section 4(b) or in connection with
indemnification for expenses incurred as a witness or incurred in connection
with any Claim or portion


 


12

















 


thereof
with respect to which an Indemnitee has been successful on the merits or
otherwise. Any decision that a Determination
is required by law in connection with any other indemnification of an
Indemnitee, and any such Determination, shall be made within 30 days after
receipt of a Notice of Claim, as follows:


 


(i)            if no Change in Control has occurred, (x) by
a majority vote of the directors of the Indemnifying Parties who are not
parties to such Claim, even though less than a quorum, or (y) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (z) if there are no such directors,
or if such directors so direct, by Independent Legal Counsel in a written opinion
to the Indemnifying Party and such Indemnitee; and


 


(ii)           if a Change in Control has occurred, by Independent Legal Counsel
in a written opinion to the Indemnifying Parties (or their successors) and such
Indemnitee.


 


The
Indemnifying Parties shall pay all expenses incurred by Indemnitee in
connection with a Determination.


 


(e)          Independent Legal
Counsel. If there has not been a Change in Control, Independent Legal
Counsel shall be selected by the board of directors of the Company and approved
by Manager or lndemnitee (which approval shall not be unreasonably withheld or
delayed). If there has been a Change in Control, Independent Legal Counsel
shall be selected by Manager or Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld or delayed). The Indemnifying
Parties shall pay the fees and expenses of Independent Legal Counsel and
indemnify Independent Legal Counsel against any and all Expenses, claims,
liabilities and damages arising out of or relating to its engagement.


 


(f)          Consequences of
Determination; Remedies of Indemnitee. The Indemnifying Parties shall be
bound by and shall have no right to challenge a Favorable Determination. If an
Adverse Determination is made, or if for any other reason the Indemnifying
Parties do not make timely indemnification payments or advances of expenses,
Manager or Indemnitee shall have the right to commence a Proceeding before a
court of competent jurisdiction to challenge such Adverse Determination and/or
to require the Indemnifying Parties to make such payments or advances. An
Indemnitee shall be entitled to be indemnified for all Expenses incurred in
connection with such a Proceeding in accordance with Section 2 and to have
such Expenses advanced by the Company in accordance with Section 4(b). If
Manager or an Indemnitee fails to timely challenge an Adverse Determination, or
if Manager or an Indemnitee challenges an Adverse Determination and such
Adverse Determination has been upheld by a final judgment of a court of
competent jurisdiction from which no appeal can be taken, then, to


 


13

















 


the
extent and only to the extent required by such Adverse Determination or final
judgment, the Indemnifying Parties shall not be obligated to indemnify or
advance expenses to such Indemnitee under this Agreement.


 


(g)         Presumptions;
Burden and Standard of Proof. In connection with any Determination, or any
review of any Determination, by any person, including a court:


 


(i)            It shall be a presumption that a Determination is not
required.


 


(ii)           It shall be a presumption that an Indemnitee has met the
applicable standard of conduct and that indemnification of such Indemnitee is
proper in the circumstances.


 


(iii)          The burden of proof shall be on the Indemnifying Parties to
overcome the presumptions set forth in the preceding clauses (i) and (ii),
and each such presumption shall only be overcome if the Indemnifying Parties
establish that there is no reasonable basis to support it.


 


(iv)          The termination of any Proceeding by judgment, order,
finding, settlement (whether with or without court approval) or conviction, or
upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that indemnification is not proper or that an
Indemnitee did not meet the applicable standard of conduct or that a court has
determined that indemnification is not permitted by this Agreement or
otherwise.


 


(v)          Neither the failure of any person or persons to have made a
Determination nor an Adverse Determination by any person or persons shall be a
defense to an Indemnitee’s claim or create a presumption that an Indemnitee did
not meet the applicable standard of conduct, and any Proceeding commenced by an
Indemnitee pursuant to Section 4(f) shall be de novo with respect to all determinations
of fact and law.


 


5.           Certain Covenants.
The rights of each Indemnitee to be indemnified under any other agreement,
document, certificate or instrument or applicable law are independent of and in
addition to any rights of such Indemnitee to be indemnified under this
Agreement. The rights of Manager and each Indemnitee and the obligations of the
Indemnifying Parties hereunder shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnitee. Following the Transactions,
each of the Company Entities, and each of their corporate successors, shall
implement and maintain in full force and effect any and all corporate charter
and by-law provisions that may be necessary or appropriate to enable it to
carry out its obligations hereunder to the fullest extent permitted by
applicable law, including without limitation a provision of its


 


14

















 


certificate
of incorporation (or comparable organizational document under its jurisdiction
of incorporation) eliminating liability of a director for breach of fiduciary
duty to the fullest extent permitted by applicable law, as amended from time to
time. So long as the Company or any other member of the Company Group maintains
liability insurance for any directors, officers, employees or agents of any
such Person, the Indemnifying Parties shall ensure that each Indemnitee serving
in such capacity is covered by such insurance in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s and the Company Group’s then current directors and
officers. No Indemnifying Party shall seek or agree to any order of a court or
other governmental authority that would prohibit or otherwise interfere with
the performance of any of the Indemnifying Parties’ advancement,
indemnification and other obligations under this Agreement.


 


6.           Notices. All
notices and other communications hereunder shall be in writing and shall be
delivered by certified or registered mail (first class postage prepaid and
return receipt requested), telecopier, overnight courier or hand delivery, as  follows:


 


(a)   If to any Company Entity,
to:


 


ServiceMaster
Global Holdings, Inc. 


860
Ridge Lake Boulevard


Memphis,
Tennessee 38120


Attention: Greerson G. McMullen, Esq. 


Facsimile: (901) 597-8025


 


with
a copy to (which shall not constitute notice):


 


Clayton,
Dubilier & Rice, LLC 


375
Park Avenue


18th
Floor


New
York, New York 10152


Attention:
Mr. David H. Wasserman 


Facsimile:
(212) 893-7061


 


with
a copy to (which shall not constitute notice) each other Committing Investor.


 


(b)   If to Manager, CD&R Inc.
or CD&R LP, to:


 


Clayton,
Dubilier & Rice, LLC 


375
Park Avenue


18th
Floor


New
York, New York 10152


 


15

















 


Attention:
Mr. David H. Wasserman 


Facsimile:
(212) 893-7061


 


(c)   If to the Investor, Clayton, Dubilier & Rice Fund VII
(Co-Investment), L.P. or CD&R Parallel Fund VII, L.P., to it at:


 


1403
Foulk Road, Suite 106


Wilmington,
Delaware 19803


Attention:
Mr. David H. Wasserman 


Facsimile:
(302) 427-7398


 


(d)   If to CDR SVM Co-Investor L.P., to:


 


CDR
SVM Co-Investor L.P.


c/o
M&C Corporate Services Limited 


P.O. Box
309GT


Ugland
House


South
Church Street


George
Town, Grand Cayman


Cayman
Islands, British West Indies 


Facsimile:
(345) 949-8080


 


or
to such other address or such other person as the Company Entities, Manager,
CD&R Inc., CD&R LP, the Investor or the Other Investors as the case may
be, shall have designated by notice to the other parties hereto. All
communications hereunder shall be effective upon receipt by the party to which
they are addressed. A copy of any notice or other communication given under
this Agreement shall also be given to:


 


Debevoise &
Plimpton LLP


919
Third Avenue


New
York, New York 10022


Attention:
Franci J. Blassberg, Esq. 


Facsimile:
(212) 909-6836


 


7.           Arbitration


 


(a)          Any dispute, claim or
controversy arising out of, relating to, or in connection with this contract,
or the breach, termination, enforcement, interpretation or validity thereof,
including the determination of the scope or applicability of this agreement to
arbitrate, shall be finally determined by arbitration. The arbitration shall be
administered by JAMS. If the disputed claim or counterclaim exceeds $250,000,
not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and
Procedures (“JAMS Comprehensive Rules”) in effect at the time of the
arbitration shall


 


16

















 


govern
the arbitration, except as they may be modified herein or by mutual written
agreement of the parties. If no disputed claim or counterclaim exceeds
$250,000, not including interest or attorneys’ fees, the JAMS Streamlined
Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in
effect at the time of the arbitration shall govern the arbitration, except as
they may be modified herein or by mutual written agreement of the parties.


 


(b)         The seat of the
arbitration shall be New York, New York. The parties submit to jurisdiction in
the state and federal courts of the State of New York for the limited purpose
of enforcing this agreement to arbitrate.


 


(c)          The arbitration shall
be conducted by one neutral arbitrator unless the parties agree otherwise. The parties
agree to seek to reach agreement
on the identity of the arbitrator within thirty (30) days after the initiation
of arbitration. If the parties are unable to reach agreement on the identity of
the arbitrator within such time, then the appointment of the arbitrator shall
be made in accordance with the process set forth in JAMS Comprehensive Rule 15.


 


(d)         The arbitration award
shall be in writing, state the reasons for the award, and be final and binding
on the parties. The arbitrator may, in the award, allocate all or part of the
costs of the arbitration, including the fees of the arbitrator and the
attorneys’ fees  of the prevailing party.
Judgment on the award may be entered by any court having jurisdiction thereof
or having jurisdiction over the relevant party or its assets. Notwithstanding
applicable state law, the arbitration and this agreement to arbitrate shall be
governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.


 


(e)          The parties agree
that the arbitration shall be kept  confidential and
that the existence of the proceeding and any element of it (including but not
limited to any pleadings, briefs or other documents submitted
or exchanged, any testimony or other oral submissions, and any awards) shall
not be disclosed beyond the tribunal, JAMS, the parties, their counsel,
accountants and auditors, insurers and re-insurers, and any person necessary to
the conduct of the proceeding. The confidentiality obligations shall not apply (i) if disclosure
is required by law, or in judicial or administrative proceedings, or (ii)
as far as disclosure is necessary to enforce the rights arising out of the award.


 


8.           Governing Law.
This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the law of the State of New York, regardless of
the law that might be applied under principles of conflict of laws to the
extent such principles would require or permit the application
of the laws of another jurisdiction.


 


17














 


9.           Severability.
If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired
thereby.


 


10.         Successors; Binding
Effect. Each Indemnifying Party will require any successor (whether direct
or indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business and assets of such Indemnifying
Party, by agreement in form and substance satisfactory to Manager, CD&R
Inc., CD&R LP, the Investor, the Other Investors and their counsel,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that such Indemnifying Party would be required to perform if
no such succession had taken place. This Agreement shall be binding upon and
inure to the benefit of each party hereto and its successors and permitted
assigns, and each other Indemnitee, but neither this Agreement nor any right,
interest or obligation hereunder shall be  assigned, whether by operation of
law or otherwise, by the Company Entities without the prior written consent of
Manager, CD&R Inc., CD&R LP, the Investor and the Other Investors.


 


11.         Miscellaneous.
The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
This Agreement is not intended to confer any right or remedy hereunder upon any
Person other than each of the parties hereto and their respective successors
and permitted assigns and each other Indemnitee. No amendment, modification,
supplement or discharge of this Agreement, and no waiver hereunder shall be
valid and binding unless set forth in writing and duly executed by the party or
other Indemnitee against whom enforcement of the amendment, modification,
supplement or discharge is sought. Neither the waiver by any of the parties
hereto or any other Indemnitee of a breach of or a default under any of the provisions
of this Agreement, nor the failure by any party hereto or any other Indemnitee
on one or more occasions, to enforce any of the provisions of this Agreement or
to exercise any right, powers or privilege hereunder, shall be construed as a
waiver of any other breach or default of a similar nature, or as a waiver of
any provisions hereof, or any rights, powers or privileges hereunder. The
rights, indemnities and remedies herein provided are cumulative and are not
exclusive of any rights, indemnities or remedies that any party or other
Indemnitee may otherwise have by contract, at law or in equity or otherwise, provided
that (i) to the extent that any Indemnitee is entitled to be indemnified
by any member of the Company Group and by any other Indemnitee or any insurer
under a policy procured by any Indemnitee, the obligations of the members of
the Company Group hereunder shall be  primary and the obligations of
such other Indemnitee or insurer secondary, and (ii) no member of
the Company Group shall be entitled to contribution or indemnification from or
subrogation against such other Indemnitee or insurer. This Agreement may be
executed in several counterparts, each of which shall be deemed an original,
and all of which together shall constitute one and the same instrument.


 


18

















 


[The remainder of this page has been left blank intentionally.]


 


19

















 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their
authorized representatives as of the date first above written.


 


 


	
   

  	
  CLAYTON,
  DUBILIER & RICE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa A. Gore

  
	
   

  	
   

  	
  Name:
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON,
  DUBILIER & RICE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa A. Gore

  
	
   

  	
   

  	
  Name:
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON,
  DUBILIER & RICE HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Clayton,
  Dubilier & Rice Holdings GP, LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Clayton,
  Dubilier & Rice, Inc., its sole managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa A. Gore

  
	
   

  	
   

  	
  Name:
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and Assistant Secretary

  



 

















 


	
   

  	
  CLAYTON, DUBILIER & RICE FUND VII, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: CD&R Associates VII, Ltd., its general
  partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa A. Gore

  
	
   

  	
   

  	
  Name:
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON, DUBILIER & RICE, FUND VII,
  (CO-INVESTMENT), L.P.

  
	
   

  	
   

  
	
   

  	
  By: CD&R Associates VII (Co-Investment), Ltd.,
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa A. Gore

  
	
   

  	
   

  	
  Name:
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CD&R PARALLEL FUND VII, L.P.

  
	
   

  	
   

  
	
   

  	
  By: CD&R Parallel Fund Associates VII, Ltd.,
  its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa A. Gore

  
	
   

  	
   

  	
  Name:
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:
  Vice President, Treasurer and Assistant Secretary

  



 

















 


	
   

  	
  CDR
  SVM CO-INVESTOR, L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  CDR SVM Co-Investor GP Limited, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Theresa A. Gore

  
	
   

  	
   

  	
  Name:
  Theresa A. Gore

  
	
   

  	
   

  	
  Title:
  Director

  



 

















 


	
   

  	
  SERVICEMASTER
  GLOBAL HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven J. Martin

  
	
   

  	
   

  	
  Name:
  Steven J. Martin

  
	
   

  	
   

  	
  Title:
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  SERVICEMASTER COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven J. Martin

  
	
   

  	
   

  	
  Name:
  Steven J. Martin

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief Financial Officer