FRONTDOOR, INC. and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as TrusteeIndenture • August 20th, 2018 • Servicemaster Global Holdings Inc • Services-management services • New York
This INDENTURE, dated as of August 16, 2018 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), is entered into among the Company (as defined herein), the Subsidiary Guarantors (as defined herein) from time to time parties hereto, and Wilmington Trust, National Association, as Trustee.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC. AND FRONTDOOR, INC. DATED AS OF SEPTEMBER 28, 2018Separation and Distribution Agreement • October 1st, 2018 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 28, 2018 (this “Agreement”), is by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”), and frontdoor, inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC. AND FRONTDOOR, INC. DATED AS OF SEPTEMBER 28, 2018Transition Services Agreement • October 1st, 2018 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of September 28, 2018, by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”), and frondoor, inc., a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENT DATED AS OF SEPTEMBER 28, 2018 BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC., AND FRONTDOOR, INC.Tax Matters Agreement • October 1st, 2018 • Servicemaster Global Holdings Inc • Services-management services
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 28, 2018, by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”) and frontdoor, inc., a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”) (Parent and SpinCo sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).
Employee Restricted Stock Unit AgreementEmployee Restricted Stock Unit Agreement • November 9th, 2020 • Terminix Global Holdings Inc • Services-management services • Delaware
This Employee Restricted Stock Unit Agreement, dated as of September 15, 2020 (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and the associate whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries, is being entered into pursuant to the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms may be found in the Plan.
Form of Amended and Restated Registration Rights Agreement]Registration Rights Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2014 (as it may be amended from time to time, this “Agreement”), is made among ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), each Holder listed on the signature pages of this Agreement and any other stockholder of the Company that may become a party to this Agreement pursuant to the terms hereof. Capitalized terms used in this Agreement without definition have the meaning set forth in Section 11.
LIMITED LIABILITY COMPANY AGREEMENT OF LETO HOLDINGS II, LLC December 9, 2021Limited Liability Company Agreement • October 12th, 2022 • Terminix Global Holdings Inc • Services-management services • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Leto Holdings II, LLC is entered into by Rentokil Initial US Holdings, Inc., as the sole member (Rentokil Initial US Holdings, Inc. and any other person or entity who, at such time, is admitted to the Company (as defined below) as a member in accordance with the terms of this Agreement, being a “Member”).
Employee Stock Option AgreementEmployee Stock Option Agreement • May 8th, 2020 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Employee Stock Option Agreement, dated as of January 31, 2020, between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and the associate whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries, is being entered into pursuant to the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms used, but not otherwise defined, in this Agreement may be found in the Plan.
CREDIT AGREEMENT among FRONTDOOR, INC., THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank, J.P. MORGAN SECURITIES, LLC, FIRST TENNESSEE BANK NATIONAL...Credit Agreement • August 20th, 2018 • Servicemaster Global Holdings Inc • Services-management services • New York
CREDIT AGREEMENT, dated as of August 16, 2018, among FRONTDOOR, INC., a Delaware corporation (as further defined in subsection 1.1, the “Borrower”), the Subsidiary Borrowers (as hereinafter defined) from time to time party to this Agreement, the Effective Date Term Loan Lender (as hereinafter defined), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent, collateral agent and issuing bank for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent”, “Collateral Agent” and, as further defined in subsection 1.1, an “Issuing Bank”).
AGREEMENT AND PLAN OF MERGER dated as of December 13, 2021 among RENTOKIL INITIAL PLC, RENTOKIL INITIAL US HOLDINGS, INC., LETO HOLDINGS I, INC., LETO HOLDINGS II, LLC and TERMINIX GLOBAL HOLDINGS, INC.Merger Agreement • December 14th, 2021 • Terminix Global Holdings Inc • Services-management services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2021 is by and among Rentokil Initial plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Rentokil Initial US Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Bidco”), Leto Holdings I, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Bidco (“Merger Sub I”), Leto Holdings II, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Bidco (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”) and Terminix Global Holdings, Inc., a Delaware corporation (the “Company”).
Underwriting AgreementUnderwriting Agreement • November 9th, 2015 • Servicemaster Global Holdings Inc • Services-management services • New York
The investment funds sponsored by, or affiliated with (i) Clayton, Dubilier & Rice, LLC named in Schedule II(a) hereto (the “CD&R Affiliates”) and (ii) StepStone Group LP, named in Schedule II(b) hereto (the “StepStone Affiliates” and, together with the CD&R Affiliates, the “Selling Stockholders”), as stockholders of ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to you (the “Underwriter”) an aggregate of 28,961,763 shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Stock”), of the Company.
Underwriting AgreementUnderwriting Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares (the “Firm Shares”) of Common Stock, par value $0.01 per share (the “Stock”), of the Company and, at the election of the Underwriters, up to [ ] additional shares (the “Optional Shares”) of the Stock of the Company. The Firm Shares and the Optional Shares that the
Employee Stock Option AgreementEmployee Stock Option Agreement • August 1st, 2017 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Employee Stock Option Agreement, dated as of July 26, 2017 (“the Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and the associate whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries (the “Associate”), is being entered into pursuant to the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms used, but not otherwise defined, in this Agreement may be found in the Plan. Reference is made to that certain Employment Agreement between the Company and the Associate, dated July 26, 2017 (the “Employment Agreement”).
Sign-On Restricted Stock Unit AgreementRestricted Stock Unit Agreement • August 1st, 2018 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Restricted Stock Unit Agreement (this “Award Agreement”), dated as of May 15, 2018 (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and Rex Tibbens (the “Participant”), is being entered into pursuant to Article IX of the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms that are not defined in this Award Agreement may be found in the Plan. Reference is made to that certain Employment Agreement between the Company and the Participant, dated May 15, 2018 (the “Employment Agreement”), pursuant to which the Participant commenced employment with the Company on May 15, 2018 (the “Start Date”).
Performance Share AgreementPerformance Share Agreement • February 24th, 2017 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Performance Share Agreement (this “Award Agreement”), dated as of ___________, 20__ (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”), is being entered into pursuant to Article IX of the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms that are not defined in this Award Agreement may be found in the Plan.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 7th, 2021 • Terminix Global Holdings Inc • Services-management services • Tennessee
This Separation Agreement and General Release (“Agreement”) is entered into by you, Michael Bisignano on behalf of yourself, your heirs, executors, administrators, successors, assigns and anyone else who may sue on your behalf (collectively, “you”) and Terminix Global Holdings, Inc. on behalf of itself, past and present subsidiaries, parent companies, affiliated entities, predecessors, successors, assigns, and their respective past and present officers, directors, employees, insurers and agents (collectively, “Company” or “Terminix”). In consideration of the mutual covenants in this Agreement, the parties hereby agree as follows:
FORM OF SERVICEMASTER GLOBAL HOLDINGS, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of [·], 2014Stockholders Agreement • June 16th, 2014 • Servicemaster Global Holdings Inc • Services-management services • New York
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of [•], 2014, among (i) ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), (ii) each CD&R Investor, (iii) each StepStone Investor, (iv) each other Stockholder listed on the signature pages hereof and (v) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof. Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.
Performance Restricted Stock Unit AgreementPerformance Restricted Stock Unit Agreement • August 1st, 2017 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Performance Restricted Stock Unit Agreement (this “Award Agreement”), dated as of July 26, 2017 (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and the participant whose name is set forth on the signature page hereto (the “Participant”), is being entered into pursuant to Article IX of the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms that are not defined in this Award Agreement may be found in the Plan.
CREDIT AGREEMENT among THE SERVICEMASTER COMPANY, LLC, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of March 12, 2019Credit Agreement • March 18th, 2019 • Servicemaster Global Holdings Inc • Services-management services • New York
CREDIT AGREEMENT, dated as of March 12, 2019, among THE SERVICEMASTER COMPANY, LLC, a Delaware limited liability company (as further defined in subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 19th, 2014 • Servicemaster Global Holdings Inc • Services-management services • Delaware
Indemnification Agreement, dated as of [·], 2014, between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
ContractSupplemental Indenture • August 20th, 2018 • Servicemaster Global Holdings Inc • Services-management services • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of August 16, 2018 (this “Supplemental Indenture”), is entered into among FRONTDOOR, INC., a Delaware corporation, and any successor in interest thereto (the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • February 28th, 2018 • Servicemaster Global Holdings Inc • Services-management services • Tennessee
This Confidential Separation Agreement and General Release (“Agreement”), dated as of December 11, 2017, is entered into by you, Marty Wick, on behalf of yourself, your heirs, executors, administrators, successors, assigns (collectively, “you”) and The ServiceMaster Company, LLC, on behalf of itself, subsidiaries, parent companies, affiliated entities, predecessors, successors, assigns, and their respective officers, directors, employees, insurers and agents (collectively, “Company” or “ServiceMaster”). In consideration of the mutual covenants in this Agreement, the parties hereby agree as follows:
Performance Share AgreementPerformance Share Agreement • May 8th, 2019 • Servicemaster Global Holdings Inc • Services-management services • Delaware
For purposes of the forgoing chart, the Cumulative Adjusted EPS means the sum of Adjusted EPS (positive or negative) for each fiscal year during the Performance Cycle and Cumulative Revenue means the sum of revenue for each fiscal year during the Performance Cycle. The performance multiple described above will be subject to a Total Shareholder Return (“TSR”) modifier as described below. The determination of the number of Performance Shares that vest will be certified by the Administrator as soon as reasonably practicable following the Vesting Date, but in no event later than 30 business days following the release of earnings by the Company for the Company’s 20__ fiscal year.
Form of Director Restricted Stock AgreementDirector Restricted Stock Agreement • May 9th, 2014 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Director Restricted Stock Agreement, dated as of , 20 (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation, and the director whose name appears on the signature page hereof (the “Director”), is being entered into pursuant to the Amended and Restated ServiceMaster Global Holdings, Inc. Stock Incentive Plan. The meaning of each capitalized term not otherwise defined in this Agreement may be found in Section 10.
Form of Employee Stock Option AgreementEmployee Stock Option Agreement • June 16th, 2014 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Employee Stock Option Agreement, dated as of , 20 between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and the associate whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries, is being entered into pursuant to the ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan. The meaning of capitalized terms used in this Agreement may be found in Section 6.
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2020 • Servicemaster Global Holdings Inc • Services-management services • Delaware
CREDIT AGREEMENT among THE SERVICEMASTER COMPANY, LLC, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A. as Administrative Agent Dated as of August 1, 2018Credit Agreement • August 7th, 2018 • Servicemaster Global Holdings Inc • Services-management services • New York
CREDIT AGREEMENT, dated as of August 1, 2018, among THE SERVICEMASTER COMPANY, LLC, a Delaware limited liability company (as further defined in subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 6th, 2019 • Servicemaster Global Holdings Inc • Services-management services • Tennessee
This Separation Agreement and General Release (“Agreement”) is entered into by you, Mary Kay Wegner, on behalf of yourself, your heirs, executors, administrators, successors, assigns (collectively, “you”) and The ServiceMaster Company, LLC, on behalf of itself, subsidiaries, parent companies, affiliated entities, predecessors, successors, assigns, and their respective officers, directors, employees, insurers and agents (collectively, “Company” or “ServiceMaster”). In consideration of the mutual covenants in this Agreement, the parties hereby agree as follows:
Employee Restricted Stock Unit AgreementEmployee Restricted Stock Unit Agreement • May 5th, 2016 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Employee Restricted Stock Unit Agreement, dated as of __________, 20__ (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and the associate whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries, is being entered into pursuant to the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms may be found in the Plan.
Form of Director Restricted Stock AgreementDirector Restricted Stock Agreement • June 16th, 2014 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Director Restricted Stock Agreement, dated as of (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation, and the director whose name appears on the signature page hereof (the “Director”), is being entered into pursuant to the ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan. The meaning of each capitalized term not otherwise defined in this Agreement may be found in Section 4.
January 17, 2020 Nikhil M. Varty [ADDRESS WITHHELD FOR PRIVACY] Dear Nik:Separation Agreement • January 21st, 2020 • Servicemaster Global Holdings Inc • Services-management services • Tennessee
This Letter Agreement (this “Agreement”) will confirm our agreement regarding your role as Executive Advisor and your subsequent separation from service with ServiceMaster. For purposes of this Agreement, “ServiceMaster” shall include ServiceMaster Global Holdings Inc., and each of its subsidiaries.
Sign-On Stock Option AgreementEmployee Stock Option Agreement • August 1st, 2018 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Employee Stock Option Agreement, dated as of May 15, 2018 (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and the associate whose name appears on the signature page hereof and who is employed by the Company or one of its Subsidiaries (the “Associate”), is being entered into pursuant to the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms used, but not otherwise defined, in this Agreement may be found in the Plan. Reference is made to that certain Employment Agreement between the Company and the Associate, dated May 15, 2018 (the “Employment Agreement”), pursuant to which the Associate commenced employment with the Company on May 15, 2018 (the “Start Date”).
Director Deferred Share Equivalent AgreementDirector Deferred Share Equivalent Agreement • May 2nd, 2018 • Servicemaster Global Holdings Inc • Services-management services • Delaware
This Director Deferred Share Equivalent Agreement (the “Agreement”), dated as of ______, 20__ (the “Grant Date”), between ServiceMaster Global Holdings, Inc., a Delaware corporation, and ____________ (the “Director”), is being entered into pursuant to the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not otherwise defined in this Agreement have the meanings given to them in the Plan.
Indemnification AgreementIndemnification Agreement • August 1st, 2018 • Servicemaster Global Holdings Inc • Services-management services • Delaware
Indemnification Agreement, dated as of May 15, 2018, between ServiceMaster Global Holdings, Inc., a Delaware corporation (the “Company”), and Rex Tibbens (“Indemnitee”).
FIFTH AMENDMENTCredit Agreement • October 1st, 2020 • Servicemaster Global Holdings Inc • Services-management services • New York
FIFTH AMENDMENT, dated as of September 30, 2020 (this “Amendment”), to the Credit Agreement (as defined below), is entered into among THE SERVICEMASTER COMPANY, LLC, a Delaware limited liability company (the “Borrower”), each of the other Loan Parties, the Lenders party hereto and the Administrative Agent (as defined below).
