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 by reason of this agreement. 
Without limiting the generality of the foregoing, the parties
acknowledge that nothing in this agreement, expressed or implied, is intended
to confer on any present or future holders of any securities of the Parent or
its subsidiaries or affiliates, or any present or future creditor of the Parent
or its subsidiaries or affiliates, any rights or remedies under or by reason of
this agreement or any performance hereunder.


 


6.                                       THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED 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 SUCH
PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.  Each of the parties hereto
irrevocably and unconditionally (a) agrees that any legal suit,
action or proceeding brought by any party hereto arising out of or based upon
this agreement or the transactions contemplated hereby may be brought in any
court of the State of New York or Federal District Court for the Southern
District 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 it
may effectively do so, any objection that it may now or hereafter have to the
laying of venue of any such proceeding brought in a New York Court, and any
claim that any such 


 


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action or proceeding brought in a New York Court has been brought in an
inconvenient forum, (c) submits to the exclusive jurisdiction of
any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS
LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE HEREBY WAIVES
ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION 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 the
immediately preceding sentence, each of the parties hereto acknowledges and
certifies that (i) no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce the waiver contained
therein, (ii) it understands and has considered the implications of
such waiver, (iii) it makes such waiver voluntarily and (iv) it
has been induced to enter into this agreement by, among other things, the
mutual waivers and certifications contained in this paragraph 6.


 


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


 


If to Parent or
the 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 until
June 30, 2016 or the earlier termination of the CD&R Consulting
Agreement, and may be earlier terminated by Consultant on 30 days’ prior
written notice to the Company.  The
provisions of this agreement shall survive any termination hereof, provided
that, notwithstanding the foregoing, paragraph 1 shall survive any termination
solely as to any portion of any Consulting Fee not paid or reimbursed prior to
such termination.


 


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


 


10.                                 This agreement, together with the
Indemnification Agreement, the Stockholders Agreement, dated as of July 24,
2007, among the Parent and certain of its stockholders, and the Registration
Rights Agreement, dated as of July 24, 2007, among the Parent and certain
of its stockholders, constitute the entire agreement between Consultant, the
Company and the Parent with respect to the subject matter of this agreement and
supersede any prior discussions, correspondence, negotiation, proposed term
sheet, agreement, understanding or arrangement, and there are no agreements or
understandings between the parties in respect of the subject matter hereof
other than those set forth or referred to in this agreement.  The Company and the Parent acknowledge and
agree that Consultant makes no representations or warranties in connection with
this agreement or its provision of services pursuant hereto.  The Company agrees that any acknowledgment or
agreement made by the Company in this agreement is made on behalf of the
Company and the other members of the Company Group.


 


11.                                 This agreement shall be binding upon and
inure to the benefit of the parties to this agreement and their respective
successors and assigns; provided, that (i) neither this
agreement nor any right, interest or obligation hereunder may be assigned by
either party, whether by operation of law or otherwise, without the express
written consent of the other party hereto and (ii) any assignment
by Consultant of its rights but not the obligations under this agreement to any
entity directly or indirectly controlling, controlled by or under common
control with Consultant shall be expressly permitted hereunder and shall not
require the prior written consent of the Company.  This agreement is not intended to confer any
right or remedy hereunder upon any person or entity other than the parties to
this agreement and their respective successors and assigns.


 


12.                                 This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and which
together shall constitute one agreement. 
This Agreement may not be amended, restated, supplemented or otherwise
modified, and no provision of this Agreement may be waived, other than in a
writing (a) duly executed by the parties hereto, and (b) approved
by a majority of the members of the Parent’s board of directors who are not
employees of the Parent or its subsidiaries or Consultant or its affiliates.


 


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of page intentionally left blank.]


 


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If the foregoing sets forth the understanding between us, please so
indicate on the enclosed signed copy of this letter in the space provided
therefor and return it to us, whereupon this letter shall constitute a binding
agreement among us.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  THE SERVICEMASTER
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SERVICEMASTER GLOBAL
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed to and accepted
  as of the date first

  	
   

  	
   

  
	
  above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [insert name of Consultant]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
    Name:

  	
   

  	
   

  
	
   

  	
    Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address for Notice:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  	
   

  
	
  Facsimile: