Exhibit 10.2


THE
SERVICEMASTER COMPANY


2007
LONG-TERM INCENTIVE PLAN


PARTICIPATION
UNIT AWARD AGREEMENT


The ServiceMaster Company (the “Company”)
hereby grants to [  ] (the “Holder”)
as of March [], 2007 (the “Grant Date”), pursuant to the provisions of
The ServiceMaster Company 2007 Long-Term Incentive Plan (the “Plan”), a
Unit award of [  ] Units (the “Award”),
upon and subject to the terms and conditions set forth in the Plan and
below.  A copy of the Plan is attached as
Exhibit A to this Agreement and incorporated into this Agreement.


1.             Award Subject to Acceptance of Agreement.  The Award shall be null and void unless the
Holder shall accept this Agreement by executing it in the space provided below
and returning it to the Company not later than April [ ], 2007.


2.             Award Subject to Plan; Status as Unsecured Creditor.


(a)           The Company shall hold the Units
subject to the Award in book-entry form. 
The Award is subject to the terms and conditions of the Plan, including,
without limitation, (1) capitalized terms not defined herein shall have the
meanings specified in the Plan, (2) the calculation of Actual Pre-Tax Income,
Actual Revenue, Actual Unit Payment, and any other Plan calculation shall be
made pursuant to the Plan, (3) the effect of the Holder’s termination of
employment shall be determined in accordance with the Plan and (4) amounts
earned in respect of the Award shall be calculated and paid in accordance with
and within or at the times specified in the Plan.


(b)           The Holder shall have no direct or
secured claim in any specific assets of the Company will have the status of a
general unsecured creditor of the Company.


3.             Agreements of Holder; Forfeiture
of Units.


 (a)          From
and after the Grant Date and through and including the date that is 18 months
after the effective date of the Holder’s termination of employment, Holder shall not do any of the following:


(1)           directly or indirectly (whether as
owner, stockholder, director, officer, employee, principal, agent, consultant,
independent contractor, partner or otherwise), in North America or any other
geographic area in which the Company is then directly or indirectly conducting
business, own, manage, operate, control, participate in, perform services for,
or otherwise carry on, a business similar to or competitive with the business
conducted by the Company or any subsidiary of the Company; or


(2)           directly or indirectly attempt to
induce any employee of the Company or any subsidiary of the Company to
terminate his or her employment for any purpose whatsoever, or attempt directly
or indirectly to solicit the trade or business of any current or prospective
customer, supplier or partner of the Company or any subsidiary of the Company;
or



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(3)           directly or indirectly engage in any
activity which is contrary, inimical or harmful to the interests of the Company
or any subsidiary of the Company, including but not limited to (i) violations
of policies of the Company or any subsidiary of the Company, (ii) disclosure or
misuse of any confidential information or trade secrets of the Company or a
subsidiary of the Company, (iii) engaging in conduct related to employment for
which either civil or criminal penalties may be sought.


(b)           The Holder acknowledges that any
breach of Section 3(a) will result in serious and irreparable injury to the
Company for which the Company cannot be adequately compensated by monetary
damages alone.  The Holder agrees,
therefore, that, in addition to any other remedy the Company may have, the
Company will be entitled to seek both preliminary and permanent injunctive
relief (to the extent permitted by law) without the necessity of proving actual
damages and/or the posting of a bond.


(c)           Notwithstanding any provision of this
Agreement, if at any time from and after the Grant Date, the Holder engages in
any activity that violates or breaches any of Sections 3(a)(1)-(3) above, then
the Holder shall forfeit, as of the date of any such violation or breach, all
outstanding Units subject to the Award. 
In the event of an enforcement action pursuant to Section 3, the
Company, in addition to any other remedies and the enforcement thereof which
might be available, shall be entitled to collect its attorneys’ fees from the
Holder.


(d)           The Holder may be released from the
Holder’s obligations under Section 3(a) only if and to the extent the Chief
Executive Officer of the Company determines in his or her sole discretion that
such a release is in the best interests of the Company.



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(e)           In the event that the Holder shall
forfeit all or a portion of the Units subject to the Award, the Holder shall
promptly return this Agreement to the Company for full or partial cancellation,
as the case may be.  Such cancellation
shall be effective regardless of whether the Holder returns this Agreement.


4.             Nontransferability of Award.  The Units may not be transferred by the
Holder other than (i) by will or the laws of descent and distribution or (ii)
pursuant to beneficiary designation procedures approved by the Company.  Except to the extent permitted by the
foregoing sentence, the Units may not be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process.  Upon any attempt to so sell, transfer,
assign, pledge, hypothecate or encumber, or otherwise dispose of such Units,
the Award shall immediately become null and void.


5.             Modification, Waiver and Invalidity. The parties
may modify this Agreement only by written instrument signed by the Holder and
the Senior Vice President, Human Resources of the Company (or person performing
similar duties).  Failure by either party
to enforce a provision of this Agreement shall not constitute a waiver of that
or any provision of this Agreement.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.


6.             Notices. 
All notices, requests or other communications provided for in this
Agreement shall be made, if to the Company, to the Senior Vice President, Human
Resources, 860 Ridge Lake Blvd., Memphis, Tennessee 38120 and, if to the
Holder, to the address of the Holder contained in the Company’s records.  All notices, requests or other communications
provided for in this Agreement shall be made in writing either (a) by personal
delivery, (b) by facsimile with confirmation of receipt, (c) by mailing in the
United States mails to the last known address of the party entitled thereto,
(d) by express courier service or (e) electronic mail delivery system.  The notice, request or other communication
shall be deemed to be received upon personal delivery, upon confirmation of
receipt of facsimile transmission, or upon receipt by the party entitled thereto
if by United States mail, express courier service or return receipt of
electronic delivery system; provided, however, that if a notice, request or
other communication sent to the Company is not received during regular business
hours, it shall be deemed to be received on the next succeeding business day of
the Company.



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7.             Counterparts. 
This Agreement may be executed in two counterparts, each of which shall
be deemed an original and both of which together shall constitute one and the
same instrument.


	
  

  	
  The SERVICEMASTER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Lisa V. Goettel

  
	
   

  	
   

  	
  Senior Vice President, Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted this           
  day of                  ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print name: 

  	
   

  	
   

  
	
   

  	
  - Holder -

  	
   

  
					



 



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