frontdoor, inc. 16,734,092 Shares of Common Stock Underwriting AgreementFrontdoor, Inc. • March 22nd, 2019 • Services-to dwellings & other buildings • New York
The certain stockholder named in Schedule 2 hereto (the “Selling Stockholder”) of frontdoor, inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,734,092 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC. AND AHS HOLDING COMPANY, INC. DATED AS OF [•]Separation and Distribution Agreement • August 1st, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [•] (this “Agreement”), is by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”), and AHS Holding Company, Inc., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
FRONTDOOR, INC. and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as TrusteeSupplemental Indenture • August 30th, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • 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.
STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC. AND FRONTDOOR, INC. DATED AS OF SEPTEMBER 28, 2018Stockholder and Registration Rights Agreement • October 1st, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
This STOCKHOLDER AND REGISTRATION RIGHTS 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 AHS HOLDING COMPANY, INC. DATED AS OF [•]Transition Services Agreement • August 1st, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [•], by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”), and AHS Holding Company, Inc., a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENTTax Matters Agreement • August 1st, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [·], by and between ServiceMaster Global Holdings, Inc., a Delaware corporation (“Parent”) and AHS Holding Company, 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 MATTERS AGREEMENT BY AND BETWEEN SERVICEMASTER GLOBAL HOLDINGS, INC. AND FRONTDOOR, INC. DATED AS OF SEPTEMBER 28, 2018Employee Matters Agreement • October 1st, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
This EMPLOYEE MATTERS 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”).
Employee Restricted Stock Unit AgreementEmployee Restricted Stock Unit Agreement • August 30th, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
This Employee Restricted Stock Unit Agreement, dated as of , 20 (the “Grant Date”), between frontdoor, 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 2018 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms may be found in the Plan.
ContractCredit Agreement • May 4th, 2023 • Frontdoor, Inc. • Services-to dwellings & other buildings • New York
AMENDMENT NO. 1, dated as of March 8, 2023 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 17, 2021 (as amended, restated, supplemented or modified prior to the date hereof, the “Existing Credit Agreement”, and as amended pursuant to this Amendment, the “Amended Credit Agreement”), among FRONTDOOR, INC., a Delaware corporation (the “Borrower”), the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 1st, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
Indemnification Agreement, dated as of [·], between AHS Holding Company, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
ContractFirst Supplemental Indenture • August 30th, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • 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.
PERFORMANCE SHARE GRANT NOTICE UNDER THE FRONTDOOR, INC. 2018 OMNIBUS INCENTIVE PLANForm Agreement • May 6th, 2021 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
frontdoor, inc., a Delaware corporation (the “Company”), pursuant to its 2018 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the Associate set forth below the number of Performance Shares set forth below. The Performance Shares are subject to all of the terms and conditions as set forth in this Performance Share Grant Notice (this “Grant Notice”), in the Performance Share T&Cs (attached hereto), and in the Plan, all of which are incorporated herein in their entirety.
Director Deferred Share Equivalent AgreementDirector Deferred Share Equivalent Agreement • August 30th, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
This Director Deferred Share Equivalent Agreement (the “Agreement”), dated as of , 20 (the “Grant Date”), between frontdoor, inc., a Delaware corporation, and (the “Director”), is being entered into pursuant to the frontdoor, inc. 2018 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.
RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE FRONTDOOR, INC. 2018 OMNIBUS INCENTIVE PLANForm Agreement • May 6th, 2021 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
frontdoor, inc., a Delaware corporation (the “Company”), pursuant to its 2018 Omnibus Incentive Plan (the “Plan”), hereby grants to the Associate set forth below the number of Restricted Stock Units (“RSUs”), set forth below. The RSUs are subject to all of the terms and conditions as set forth in this grant notice, in the Restricted Stock Unit Terms and Conditions (attached hereto) (the “RSU T&Cs”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein or in the RSU T&Cs shall have the meaning set forth in the Plan.
EMPLOYMENT AGREEMENTRestricted Stock Unit Agreement • August 1st, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
December 1, 2022Letter Agreement • March 1st, 2023 • Frontdoor, Inc. • Services-to dwellings & other buildings • Tennessee
December 1, 2022General Release • May 4th, 2023 • Frontdoor, Inc. • Services-to dwellings & other buildings • Tennessee
The purpose of this letter agreement is to confirm our mutual understanding regarding the transition of your employment with Frontdoor, Inc. (collectively with its subsidiaries, the “Company”) through the Departure Date (as defined below).
NON-QUALIFIED STOCK OPTION GRANT NOTICE UNDER THE FRONTDOOR, INC. 2018 OMNIBUS INCENTIVE PLANForm Agreement • May 6th, 2021 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
frontdoor, inc., a Delaware corporation (the “Company”), pursuant to its 2018 Omnibus Incentive Plan (the “Plan”), hereby grants to the Associate set forth below the number of Non-Qualified Stock Options (“Options”), set forth below. The Options are subject to all of the terms and conditions as set forth in this grant notice, in the Option Terms and Conditions (attached hereto) (the “Option T&Cs”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein or in the Option T&Cs shall have the meaning set forth in the Plan.
Employee Stock Option AgreementEmployee Stock Option Agreement • August 30th, 2018 • Frontdoor, Inc. • Services-to dwellings & other buildings • Delaware
This Employee Stock Option Agreement, dated as of , 20 , between frontdoor, 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 frontdoor, inc. 2018 Omnibus Incentive Plan (the “Plan”). The meaning of capitalized terms used, but not otherwise defined, in this Agreement may be found in the Plan.
