EQUITY FINANCINGS AND REFINANCINGS FOR CORPORATE PURPOSES AND (V) PROVIDING
PROFESSIONAL EMPLOYEES TO SERVE AS DIRECTORS OR OFFICERS OF THE MEMBERS OF THE
COMPANY GROUP ("MANAGER DESIGNEES"), AS PERMITTED PURSUANT TO THE STOCKHOLDERS
AGREEMENT.
(B)
TRANSACTION SERVICES.
IN ADDITION TO, AND WITHOUT DUPLICATION OF,
THE CONSULTING SERVICES, MANAGER HEREBY AGREES, DURING THE TERM OF THIS
AGREEMENT, TO PROVIDE THE MEMBERS OF THE COMPANY GROUP WITH FINANCIAL,
INVESTMENT BANKING, MANAGEMENT ADVISORY AND OTHER SERVICES AS MAY REASONABLY BE
AGREED FROM TIME TO TIME BY THE COMPANY (SUBJECT TO UNANIMOUS BOARD APPROVAL (AS
DEFINED IN THE STOCKHOLDERS AGREEMENT) IF REQUIRED PURSUANT TO SECTION
2.3(C)(III) OF THE STOCKHOLDERS AGREEMENT) AND MANAGER WITH RESPECT TO PROPOSED
TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, ANY PROPOSED ACQUISITION, MERGER
(OTHER THAN TO EFFECT THE SALE OF THE COMPANY), FULL OR PARTIAL
RECAPITALIZATION, STRUCTURAL REORGANIZATION (INCLUDING ANY DIVESTITURE OF ONE OR
MORE SUBSIDIARIES OR OPERATING DIVISIONS OF ANY MEMBER OF THE COMPANY GROUP),
REORGANIZATION OF THE SHAREHOLDINGS OR OTHER OWNERSHIP STRUCTURE OF THE COMPANY
GROUP, SALES OR DISPOSITIONS OF ASSETS OR ANY OTHER SIMILAR TRANSACTION, IN EACH
CASE OTHER THAN THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
COMPANY (EACH, A "TRANSACTION") DIRECTLY OR INDIRECTLY INVOLVING THE MEMBERS OF
THE COMPANY GROUP (COLLECTIVELY, THE "TRANSACTION SERVICES").
FOR THE AVOIDANCE
OF DOUBT, THE TRANSACTION SERVICES SHALL NOT INCLUDE THE INITIAL SERVICES, AS
DEFINED AND PROVIDED FOR UNDER THE TRANSACTION FEE AGREEMENT, DATED AS OF THE
DATE HEREOF, AMONG THE COMPANY, SERVICEMASTER, MANAGER AND THE OTHER EQUITY
SPONSORS NAMED THEREIN.
3.
COMPENSATION; REIMBURSEMENT OF EXPENSES.
(A)
COMPENSATION FOR CONSULTING SERVICES.
AS COMPENSATION FOR THE
CONSULTING SERVICES, THE COMPANY SHALL, OR SHALL CAUSE ONE OR MORE OTHER MEMBERS
OF THE COMPANY GROUP TO, ON BEHALF OF THE MEMBERS OF THE COMPANY GROUP, PAY
MANAGER A FEE OF $2,000,000 PER YEAR (TOGETHER, THE "CONSULTING FEE"), ONE
QUARTER OF WHICH SHALL BE PAYABLE QUARTERLY IN ADVANCE ON THE FIRST DAY OF EACH
JANUARY, APRIL, JULY AND OCTOBER (EACH, A "CONSULTING SERVICES PAYMENT DATE").
THE CONSULTING FEE SHALL BEGIN ACCRUING IMMEDIATELY FOLLOWING THE CONSUMMATION
OF THE MERGER, AND THE AMOUNT OF THE
2
CONSULTING FEE ACCRUED PRIOR TO THE NEXT SUCCEEDING CONSULTING SERVICES PAYMENT
DATE SHALL BE PAYABLE ON SUCH CONSULTING SERVICES PAYMENT DATE, TOGETHER WITH
THE REGULAR INSTALLMENT OF THE CONSULTING FEE PAYABLE ON SUCH CONSULTING
SERVICES PAYMENT DATE.
IF AN EMPLOYEE OF MANAGER OR ANY OF ITS AFFILIATES IS
APPOINTED TO AN EXECUTIVE MANAGEMENT POSITION (OR A POSITION OF COMPARABLE
RESPONSIBILITY) WITH THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP, THEN,
FOR THE PERIOD OF SUCH EMPLOYEE'S SERVICE IN SUCH POSITION, THE CONSULTING FEE
SHALL BE INCREASED BY AN AMOUNT TO BE REASONABLY DETERMINED BY MANAGER BUT NOT
TO EXCEED 100% OF THE CONSULTING FEE THEN IN EFFECT.
THE CONSULTING FEE MAY
OTHERWISE BE INCREASED ONLY BY THE COMPANY, SUBJECT TO (I) UNANIMOUS BOARD
APPROVAL IF REQUIRED PURSUANT TO SECTION 2.3(C)(III) OF THE STOCKHOLDERS
AGREEMENT OR (II) IF UNANIMOUS BOARD APPROVAL IS NOT REQUIRED PURSUANT TO
SECTION