**Exhibit 10.1**

 

**PERSONAL &CONFIDENTIAL**

 

September 1,2010

 

Mr. J.Patrick Spainhour

6175Chapelle Circle East

Memphis,TN  38120

 

Pat,

 

Thisletter will follow-up on our recent discussions and will confirm the terms ofyour retirement from ServiceMaster.  Werespect and are grateful for your dedicated service to ServiceMaster.  I am pleased to acknowledge the arrangementsbelow in recognition of that service.

 

Whilethe target date for your departure will be 12/31/10, your actual departure datewill depend on the timing of our appointment of a qualified successor.  Accordingly, your actual departure could beearlier or later than 12/31/10, depending on our progress in naming asuccessor.

 

Yourdeparture from the company will be treated as a termination of employmentwithout cause (and not a retirement) for purposes of your employment agreement,company equity agreements and employee benefit plans, making you eligible toreceive the full array of severance benefits summarized on the attachedschedule.  You will become eligible forthese termination arrangements commencing with your actual date of departurefrom the company.

 

Inaddition, assuming your continued full-time engagement and effective leadershipof the company, as determined by the Chairman of the Board, we will provide youwith the following additional benefits:

 

·                  The period of time to exercise your vestednon-matching options (350,000 options as of 8/24/10) will be extended fromthree months to three years from your departure date.

·                  Should any additional non-matching optionsvest prior to your departure date, the exercise period for those options willalso be extended to three years.

·                  At your discretion, and upon your departure,you may retain a maximum of 50,000 shares (currently valued at $500,000) ofyour original investment in the company, and the company or CD&R investorswill exercise their call right with respect to your remaining purchased shares,in accordance with your original stock subscription agreement.  You will be entitled to exercise your vestedmatching options (300,000 options as of 8/24/10) during the three-month periodafter your departure, and, if you choose to exercise these options, the companyor CD&R investors will also exercise their call right with respect to theshares acquired on exercise.

·                  The company will continue medical,prescription drug and life insurance for you and your dependents (subject toinsurer consent, if required) until your 65th birthday(rather than the for two years following departure provided for in youremployment agreement) with expenses shared in the same proportion as prior toyour departure.

 

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Exceptas provided above, the contractual arrangements governing your departure willbe as set forth in your employment agreement, stock subscription agreement,stock option agreement and any applicable company benefit plans.  This agreement is subject to your concurrenceas indicated below and a full release of claims as provided in your employmentagreement.

 
|   | /s/  Edward M. Liddy                      |
|--------|-------------------------------------------|
|   |                                      |
|   | Edward  M. Liddy                          |
|   | Chairman  of the Board                    |
|   | ServiceMaster  Global Holdings, Inc. |

 
| **Accepted  by:** | /s/ J. Patrick Spainhour |   |   |
|-------------------|--------------------------|--------|--------|
|              | J. Patrick Spainhour     |   |   |
|              |                     |   |   |
| **Date:**         | 9/8/10                   |   |   |

 

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**Severance Payment Chart**

 
| ** ** | ** ** | **Benefit**                   | ** ** | **Description**                                                                                                                                                                            | ** ** | **Timing**                                                                                                                                                                    |
|------------|------------|-------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.         |       | Severance  (Salary)           |       | Two  times highest annual base salary (i.e., 2x$985,000= $1,970,000)                                                                                                                       |       | Payable  over two-year period in semi-monthly installments beginning on first payroll  day following departure; subject to execution of a release of claims                   |
| 2.         |       | Severance  (Bonus)            |       | Two  times highest annual target bonus (i.e., 2x$985,000= $1,970,000)                                                                                                                      |       | In  two installments, when bonuses are paid to other executives (i.e. over a two  year period)                                                                                |
| 3.         |       | Severance  (welfare benefits) |       | Continued  medical, prescription and life insurance for executive and dependents for two  years following termination with expenses shared in the same proportion as  prior to termination |       | Executive’s  employment agreement provides for two years after departure, but to be  extended until executive’s 65th birthday by the attached letter agreement |
| 4.         |       | 2010  Bonus                   |       | Pro  rated based on departure date; calculated based on actual 2010 performance                                                                                                            |       | Payable  when 2010 bonuses are paid to other executives                                                                                                                       |
| 5.         |       | Other                         |       | Payment  of earned but unpaid base salary, other accrued benefit entitlements, expense  reimbursement, etc.                                                                           |       | Promptly  after the departure date                                                                                                                                            |

 

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