American Home Shield 2009 Annual Report Download - page 190

Exhibit 10.11
AMENDED AND RESTATED
INDEMNIFICATION AGREEMENT
This AMENDED AND RESTATED INDEMNIFICATION 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, together with the Company, the "Company Entities"),
Clayton, Dubilier & Rice Fund VII, L.P., a Cayman Islands exempted limited partnership, (the "Investor"), Clayton, Dubilier & Rice
Fund VII (Co-Investment), L.P.; CD&R Parallel Fund VII, L.P.; and CDR SVM Co-Investor, L.P., each a Cayman Islands exempted
limited partnership (collectively, the "Other Investors"), Clayton, Dubilier & Rice, Inc., a Delaware corporation ("CD&R Inc."),
Clayton, Dubilier & Rice, LLC, a limited liability company organized under the laws of Delaware ("Manager") and the successor to
the investment management business of CD&R Inc., and Clayton, Dubilier &Rice Holdings, L.P., a Cayman Islands exempted limited
partnership ("CD&R LP"). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this
Agreement.
RECITALS
A. The general partner of the Investor is CD&R Associates VII, Ltd., a Cayman Islands exempted company (the "GP of
the Fund"), and the special limited partner of the Investor is CD&R Associates VII, L.P., a Cayman Islands exempted limited
partnership (together with the GP of the Fund, any general partner of the Other Investors and any other investment vehicle that is a
direct or indirect stockholder in the Company managed by Manager or its Affiliates, "Manager Associates").
B. The Company is an acquisition vehicle formed by CD&R Inc. that executed an Agreement and Plan of Merger,
dated March 18, 2007 (as the same may have been amended from time to time in accordance with its terms and the Stockholders
Agreement, the "Merger Agreement"), to acquire via merger, on the terms and subject to the conditions set forth in the Merger
Agreement, all of the capital stock of ServiceMaster (such acquisition, the "Merger").
C. The Company and certain of its stockholders entered into a Stockholders Agreement (as the same may be amended
from time to time in accordance with the terms thereof, the "Stockholders Agreement"), dated as of July 24, 2007, setting forth certain
agreements with respect to, among other things, the management of the Company and transfers of its shares in various circumstances.
D. In connection with the Merger, each Committing Investor (as defined in the Stockholders Agreement) entered into a
Commitment Letter (as defined in the Stockholders Agreement), pursuant to which such Committing Investor agreed, subject to