American Home Shield 2007 Annual Report Download - page 136

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serve constitutes an unlawful manipulation of ServiceMaster's corporate machinery. If this Notice shall be deemed for any reason
by a court of competent jurisdiction or otherwise to be ineffective with respect to the nomination of any of the Nominees at the
Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with
respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Newcastle.
A representative of Newcastle intends to appear in person or by proxy at the Annual Meeting to nominate the persons
specified in this Notice for election to the ServiceMaster Board.
Each of the Nominees has consented to be named as a nominee in this Notice, to be named as a nominee in any proxy
statement filed by Newcastle in connection with its solicitation and to serve as a director of ServiceMaster, if so elected. Such
consents are attached hereto as Exhibit B. Each such consent also contains the undertaking required in Article Four, Section 4.5(g)
(7)(v) of the Bylaws.
Reimbursement of Expenses
Newcastle is submitting a proposal for consideration by the stockholders at the Annual Meeting to adopt the following
resolution recommending to the ServiceMaster Board that ServiceMaster reimburse Newcastle for its expenses incurred in
connection with the proxy solicitation to elect its Nominees, including, but not limited to, all litigation expenses resulting
therefrom:
"Resolved, that the stockholders recommend to the Board of Directors that The ServiceMaster Company reimburse
Newcastle Partners, L.P. for all expenses it incurs in connection with its solicitation of proxies for the annual meeting
of stockholders scheduled to be held on [Date of Stockholder Meeting], or any advancements, postponements,
rescheduling or continuation thereof, including, but not limited to, all litigation expenses resulting therefrom."
Newcastle is seeking reimbursement of its expenses from ServiceMaster because it believes that the proxy solicitation will
benefit all stockholders of ServiceMaster. Although Newcastle is expending its own working capital to finance its solicitation while
ServiceMaster management is paying for its solicitation with ServiceMaster's cash, the Nominees, if elected, will not seek
reimbursement on behalf of Newcastle if ServiceMaster's stockholders do not approve this proposal. Newcastle hereby affirms that
it has satisfied the requirements specified in Section 3.13(b) of the Bylaws for presentation of the foregoing proposal. If this Notice
shall be deemed for any reason by a court of competent jurisdiction or otherwise to be ineffective with respect to the submission of
the foregoing business proposal at the Annual Meeting, this Notice shall continue to be effective with respect to the nomination of
the Nominees as set forth above.
Additional Information on Newcastle and the Nominees
NCM has entered into certain account management agreements with investors including Compass SAV LLC and Compass
Offshore SAV PCC Limited pursuant to which NCM has been granted certain investment authority with respect to securities
accounts of such entities. In the case of Compass SAV LLC and Compass Offshore SAV PCC, the investing activities in these