American Home Shield 2009 Annual Report Download - page 182

and other services from Manager, and Manager desires to provide such services to the members of the Company Group; and
WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, ServiceMaster, Fund VII, Fund
VII (Co-Investment), Parallel Fund VII, SVM Co-Investor, CD&R Inc., Manager and Clayton, Dubilier & Rice Holdings, L.P. are
amending and restating the Original Indemnification Agreement, as of the date hereof (the "Amended and Restated Indemnification
Agreement"), to take account of Manager as the successor to the investment management business of CD&R Inc.;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Engagement. The Company hereby engages Manager (on behalf of the members of the Company Group) as a
consultant, and Manager hereby agrees to provide Consulting Services (as defined below) and Transaction Services (as defined below)
to the Company and the other members of the Company Group on the terms and subject to the conditions set forth below.
2. Scope of Future Services.
(a) Consulting Services. Manager hereby agrees, during the term of this Agreement, to provide the members of the
Company Group with such financial, investment banking, management advisory and other services in connection with the operations
of the Company as may reasonably be requested from time to time by the board of directors (the "Board") of the Company
(collectively, the "Consulting Services"), including assistance (i) developing and implementing corporate and business strategy and
planning for the Company Group, including plans and programs for improving operating, marketing and financial performance, (ii)
recruiting key management employees, (iii) establishing and maintaining banking, legal and other business relationships,
(iv) arranging future debt and 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
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