American Home Shield 2009 Annual Report Download - page 181

Exhibit 10.10
AMENDED AND RESTATED
CONSULTING AGREEMENT
This AMENDED AND RESTATED CONSULTING 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 Clayton, Dubilier & Rice, LLC, a Delaware limited liability company
("Manager") and the successor to the investment management business of Clayton, Dubilier & Rice, Inc., a Delaware corporation
("CD&R Inc.").
W I T N E S S E T H:
WHEREAS, CD&R Inc. organized the Company in connection with the acquisition of all of the outstanding shares of capital
stock of ServiceMaster (the "Merger"), pursuant to, and on the terms and subject to the conditions set forth in, a certain Agreement
and Plan of Merger, dated as of March 18, 2007 (as the same may be amended from time to time in accordance with its terms and the
Stockholders Agreement (as defined below), the "Merger Agreement")), by and among the Company, CDRSVM Acquisition
Co., Inc., a Delaware corporation, and ServiceMaster.
WHEREAS, the Company, Clayton, Dubilier & Rice Fund VII, L.P. ("Fund VII"), Clayton, Dubilier &Rice Fund VII (Co-
Investment), L.P. ("Fund VII (Co-Investment)") and certain other parties entered into a Stockholders Agreement, dated as of July 24,
2007 (as the same may be amended from time to time in accordance with its terms, the "Stockholders Agreement");
WHEREAS, the Company, ServiceMaster and CD&R Inc. entered into a Consulting Agreement, dated as of July 24, 2007
(the "Original Consulting Agreement");
WHEREAS, concurrently with the execution and delivery of the Original Consulting Agreement, the Company,
ServiceMaster, Fund VII, Fund VII (Co-Investment), CD&R Parallel Fund VII, L.P. ("Parallel Fund VII"), CDR SVM Co-Investor,
L.P. ("SVM Co-Investor") and CD&R Inc. entered into an Indemnification Agreement, dated as of July 24, 2007 (the "Original
Indemnification Agreement");
WHEREAS, 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;
WHEREAS, the Company desires that it and its subsidiaries (together, the "Company Group") receive future financial,
investment banking, management advisory