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