American Home Shield 2009 Annual Report Download - page 183

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 July 24, 2007, among the Company,
ServiceMaster, CD&R Inc. and other parties 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 (the
"Consulting Fee") of $6,250,000 per year, 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 (it being acknowledged that such Consulting Fee is equal to the annual
consulting fee payable under the Original Consulting Agreement, as such consulting fee was heretofore increased by the Board in
accordance with the Original Consulting Agreement and prior to the amendment and restatement of this Agreement). 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
(as defined in the Stockholders Agreement), or (ii) the approval of a majority of the members of the Board who are not employees of
the Company, Manager, Fund VII, Fund VII (Co-Investment) or their respective Affiliates ("Disinterested Directors") or, if there are
no Disinterested Directors serving on the Board, the approval of a nationally recognized expert with expertise in appraising the terms
and conditions of the fee for which approval is required (in either case under clause (ii), a "Disinterested Approval"). The Consulting
Fee may not be decreased without the prior written consent of Manager. For purposes of this Agreement, "Affiliate" shall mean, with
respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control
with, such person or entity.
(b) Compensation for Transaction Services. As compensation for the Transaction Services, in connection with each
Transaction that is consummated, the Company shall, or shall cause one or more of its Affiliates to, on behalf of the members of the
Company Group, pay Manager a fee (a "Transaction Fee") equal to 1.0% of the Transaction Value, or such lesser amount as Manager
and the Company, on behalf of the members of the Company Group, may agree. The Company, on behalf of the members
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