**Exhibit 10**

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**EmployeeStock Subscription Agreement(Options)**

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This Employee Stock SubscriptionAgreement, dated as of                    ,between ServiceMaster Global Holdings, Inc., a Delaware corporation, andthe employee whose name appears on the signature page hereof, is beingentered into pursuant to the ServiceMaster Global Holdings, Inc. StockIncentive Plan.  The meaning of eachcapitalized term may be found in Section 10.

 

The Company and the Employee herebyagree as follows:

 

# Section 1.         Purchase and Sale of Common Stock.

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## (a)        InGeneral.  Subject to all of the termsof this Agreement, at the Closing the Employee shall purchase, and the Companyshall sell, by reason of the Employee having validly exercised Options held bythe Employee, the aggregate number of shares of Common Stock set forth on thesignature page hereof (the “Shares”), at the purchase price setforth on the signature page hereof.

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## (b)       Conditionto Sale.  Notwithstanding anything inthis Agreement to the contrary, the Company shall have no obligation to sellany Common Stock to any person who is not a current or former employee of theCompany or any of its Subsidiaries at the time that such shares of Common Stockare to be sold or who is a resident of a jurisdiction in which the sale ofCommon Stock to him would constitute a violation of the securities, “blue sky”or other laws of such jurisdiction.

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# Section 2.         The Closing.

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## (a)        Timeand Place.  The closing of thepurchase and sale of the Shares (the “Closing”) shall occur on the ExerciseDate applicable to the Options being exercised, at a time and place to bedetermined by the Company.

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## (b)       Deliveryby the Employee.  At or prior to theClosing, the Employee shall have delivered to the Company the Exercise Pricefor the Shares plus any required withholding taxes or other similar taxes,charges or fees.

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## (c)        Deliveryby the Company.  At the Closing, theCompany shall register the Shares in the name of the Employee.  If the Shares are certificated, anycertificates relating to the Shares shall be held by the Secretary of theCompany or his designee on behalf of the Employee.

 

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# Section 3.         Employee’s Representations andWarranties.

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## (a)        Accessto Information, Etc.  The Employeerepresents, warrants and covenants as follows:

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### (i)        the Employeehas carefully reviewed the Offering Memorandum, dated [·], each of its exhibits and other attachments, each document incorporatedby reference into the Offering Memorandum, and the other materials furnished tothe Employee in connection with the issuance of the Shares pursuant to thisAgreement;

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### (ii)       the Employeehas had an adequate opportunity to consider whether or not to purchase any ofthe shares of Common Stock offered to the Employee, and to discuss suchpurchase with the Employee’s legal, tax and financial advisors;

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### (iii)      theEmployee understands the terms and conditions that apply to the Shares and therisks associated with an investment in the Shares;

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### (iv)      the Employeehas a good understanding of the English language;

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### (v)       the Employeeis, and will be at the Closing, a current or former officer or employee of theCompany or one of its Subsidiaries; and

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### (vi)      the Employeeis, and will be at the Closing, a resident of the jurisdiction indicated as hisor her address set forth on the signature page of this Agreement.

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## (b)       Abilityto Bear Risk.  The Employeerepresents and warrants as follows:

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### (i)        theEmployee understands that the rights of first refusal and other transferrestrictions that apply to the Shares may effectively preclude the transfer ofany of the Shares prior to a Public Offering;

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### (ii)       thefinancial situation of the Employee is such that he or she can afford to bearthe economic risk of holding the Shares for an indefinite period;

 

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### (iii)      theEmployee can afford to suffer the complete loss of his or her investment in theShares; and

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### (iv)      the Employeeunderstands that the Company’s Financing Agreements may restrict the ability ofthe Company to repurchase the Shares pursuant to Section 5 and that theCompany and its Subsidiaries may enter into or amend, refinance or enter intonew Financing Agreements without regard to the impact on the Company’s abilityto repurchase the Shares.

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## (c)        VoluntaryPurchase.  The Employee representsand warrants that the Employee is purchasing the Shares voluntarily.

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## (d)       NoRight to Awards.  The Employeeacknowledges and agrees that the sale of the Shares and the grant of anyoptions that are awarded to the Employee in connection with the purchase of theShares (i) are being made on an exceptional basis and are notintended to be renewed or repeated, (ii) are entirely voluntary onthe part of the Company and its Subsidiaries and (iii) should notbe construed as creating any obligation on the part of the Company or any ofits Subsidiaries to offer any securities in the future.

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## (e)        InvestmentIntention.  The Employee representsand warrants that the Employee is acquiring the Shares solely for his or herown account for investment and not on behalf of any other person or with a viewto, or for sale in connection with, any distribution of the Shares.

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## (f)        SecuritiesLaw Matters.  The Employeeacknowledges and represents and warrants that the Employee understands that:

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### (i)        the Shareshave not been registered under the Securities Act or any state or non-UnitedStates securities or “blue sky” laws;

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### (ii)       it is notanticipated that there will be any public market for the Shares;

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### (iii)      the Sharesmust be held indefinitely and the Employee must continue to bear the economicrisk of the investment in the Shares unless the Shares are subsequentlyregistered under applicable securities and other laws or an exemption fromregistration is available;

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### (iv)      the Companyis under no obligation to register the Shares or to make an exemption fromregistration available; and

 

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### (v)       arestrictive legend shall be placed on any certificates representing the Sharesthat makes clear that the Shares are subject to the restrictions ontransferability set forth in this Agreement and a notation shall be made in theappropriate records of the Company or any transfer agent indicating that theShares are subject to such restrictions.

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## (g)       VotingProxy.  By entering into thisAgreement and purchasing the Shares, the Employee hereby irrevocably grants toand appoints the CD&R Investors collectively (to act by unanimous consent)as such Employee’s proxy and attorney-in-fact (with full power ofsubstitution), for and in the name, place and stead of such Employee, to voteor act by unanimous written consent with respect to such Employee’sShares.  The Employee hereby affirms thatthe irrevocable proxy set forth in this Section 3(g) will be validuntil the consummation of a Public Offering and is given to secure theperformance of the obligations of such Employee under this Agreement.  The Employee hereby further affirms that theproxy hereby granted shall be irrevocable and shall be deemed coupled with aninterest and shall extend for the term of this Agreement, or, if earlier, untilthe last date permitted by law.  For theavoidance of doubt, except as expressly contemplated by this Section 3(g),the Employee has not granted a proxy to any Person to exercise the rights ofsuch Employee under this Agreement or any other agreement relating to theShares to which such Employee is a party.

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# Section 4.        Restrictionon Transfer of Shares.

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## (a)        InGeneral.  Prior to the first to occurof a Public Offering and July 24, 2011, the Employee shall not Transferany of the Shares other than (i) upon the Employee’s death by willor by the laws of descent and distribution, (ii) repurchases by theCompany (or an assignee thereof) or the CD&R Investors pursuant to Section 5hereof, (iii) pursuant to Section 6 or Section 7 hereof,or (iv) with the Company’s consent. Shares may only be Transferred in a manner that complies with allapplicable securities laws and, if the Company so requests, prior to anyattempted Transfer, the Employee shall provide to the Company at the Employee’sexpense such information relating to the compliance of such proposed Transferwith the terms of this Agreement and applicable securities laws as the Companyshall reasonably request, which may include an opinion in form and substancereasonably satisfactory to the Company of counsel regarding such securities lawor other matters as the Company shall request (such counsel to be reasonablysatisfactory to the Company).

 

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## (b)       NoTransfer That Would Result In Registration Requirements.  Prior to a Public Offering, the Shares maynot be Transferred if such Transfer would result in the Company becomingsubject to the reporting requirements of Section 13 or 15(d) of theExchange Act (or other similar provision of non-U.S. law) or would increase therisk that the Company would be subject to such reporting requirements asdetermined by the Company in its sole and absolute discretion.  Any purported Transfer in violation of Section 4(a) orthis Section 4(b) shall be void ab initio.

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# Section 5.         Options Effective on Termination ofEmployment Prior to a Public Offering.

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## (a)        Rightsof the Company and the Initial Investors. If the Employee’s employment with the Company terminates for any reasonprior to a Public Offering, the Company may elect to purchase all or a portionof the Shares by written notice to the Employee delivered on or before the 60thday after the Determination Date (the “First Option Period”).  The CD&R Investors may elect to purchaseall or any portion of the Shares that the Company has not elected to purchaseby written notice to the Employee delivered at any time on or before the 80thday after the Determination Date (the “Second Option Period”).

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## (b)       LimitedRight of the Employee to Require the Company to Repurchase Shares.  If the Employee’s employment with the Companyis terminated prior to a Public Offering by the Employee uponRetirement or by reason of the Disability or death of the Employee or isterminated by the Company without Cause (including in connection with a sale bythe Company of the division or Subsidiary directly employing the employee), theEmployee may require the Company to purchase all (but not less than all) of anEmployee’s Shares (excluding any Shares acquired on exercise of an Option) bywritten notice delivered to the Company within 30 days following the expirationof the Second Option Period.

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## (c)        PurchasePrice.  The purchase price per Sharepursuant to this Section 5 shall equal the Fair Market Value as of thelater of (i) the effective date of the Employee’s termination of employment(determined without regard to any statutory or deemed or express contractualnotice period) and (ii) six months and one day from the date of theEmployee’s acquisition of the Shares pursuant to this Agreement (such date, the“Determination Date”), provided that if the Employee’s employmentis terminated by the Company for Cause, the purchase price per Share shallequal the lesser of (i) the Fair Market Value of such Shareas of the 

 

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## Determination Date and (ii) the price at which the Employeepurchased such Share from the Company pursuant to this Agreement.

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## (d)       Closingof Purchase; Payment of Purchase Price. Subject to Section 5(f), the closing of a purchase pursuant to thisSection 5 shall take place at the principal office of the Company no laterthan the 90th day following the Determination Date (or, in the case of apurchase pursuant to Section 5(b), no later than 10 business daysfollowing the Company’s receipt of written notice from the Employee pursuant toSection 5(b)).  At the closing, (i) theCompany or the CD&R Investors, as the case may be, shall, subject to Section 5(e),pay the Purchase Price to the Employee and (ii) if the Employeeactually holds any certificates or other instruments representing the Shares sopurchased, the Employee shall deliver to the Company such certificates or otherinstruments, appropriately endorsed by the Employee or directing that theshares be so transferred to the purchaser thereof, as the Company may reasonablyrequire.

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## (e)        Applicationof the Purchase Price to Certain Loans or Other Obligations.  The Company shall be entitled to apply anyamounts otherwise payable pursuant to this Section 5 to discharge anyindebtedness of the Employee to the Company or any of its Subsidiaries orindebtedness that is guaranteed by the Company or any of its Subsidiaries or tooffset any such amounts against any other obligations of the Employee to theCompany or any of its Subsidiaries.

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## (f)        CertainRestrictions on Repurchases; Delay of Repurchase.  Notwithstanding any other provision of thisAgreement, the Company shall not be permitted or obligated to make any paymentwith respect to a repurchase of any Shares from the Employee if (i) suchrepurchase (or the payment of a dividend by a Subsidiary to the Company to fundsuch repurchase) would result in a violation of the terms or provisions of, orresult in a default or an event of default under any guaranty, financingor security agreement or document entered into by the Company or any Subsidiaryfrom time to time (the “Financing Agreements”), (ii) suchrepurchase would violate any of the terms or provisions of the Certificate ofIncorporation and By-laws of the Company or (iii) the Company hasno funds legally available to make such payment under the General CorporationLaw of the State of Delaware.  If paymentwith respect to a repurchase by the Company otherwise permitted or requiredunder this Section 5 is prevented by the terms of the preceding sentence: (i) thepayment of the applicable Purchase Price shall be postponed and will take placeat the first opportunity thereafter when the Company has funds legallyavailable to make such payment and when such payment will not result in 

 

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## any default, event of default or violation under any of the FinancingAgreements or in a violation of any term or provision of the Certificate ofIncorporation or By-laws, (ii) such repurchase obligation shallrank against other similar repurchase obligations with respect to Common Stockaccording to priority in time of the effective date of the termination ofemployment giving rise to such repurchase (provided that any repurchasecommitment arising from Disability or death shall have priority over any otherrepurchase obligation) and (iii) the Purchase Price, except in thecase of a termination for Cause, shall be increased by an amount equal tointerest on such Purchase Price for the period during which payment is delayedat an annual rate equal to the weighted average cost of the Company’s seniorsecured bank indebtedness outstanding during the delay period.

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## (g)       Rightto Retain Shares.  If the options ofthe Company and the CD&R Investors to purchase the Shares pursuant to this Section 5 arenot exercised with respect to all of the Shares, the Employee shall be entitledto retain the remaining Shares, although those Shares shall remain subject toall of the other provisions of this Agreement.

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## (h)       Noticeof Termination; Etc.  Prior to aPublic Offering, the Company shall give prompt written notice to the CD&RInvestors of any termination of the Employee’s employment with the Company andof the Company decision whether or not to purchase Shares pursuant to Section 5(a).

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## (i)         PublicOffering.  The provisions of this Section 5shall terminate upon a Public Offering, provided that such terminationshall not affect the Company’s repurchase right following a termination forCause that was effective (or deemed to be effective) prior to such PublicOffering or any payment obligation postponed pursuant to Section 5(f).

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## (j)         Allocationof Purchase Rights.  The Employeeacknowledges and agrees that the CD&R Investors may allocate and assigntheir purchase rights under this Section 5, as among themselves and theother Investors, in such manner as they, in their sole discretion, may agreefrom time to time.

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# Section 6.         “Tag-Along”Rights.

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## (a)        SaleNotice.  At least 30 days before anyof the Investors (whether acting alone or jointly with one or more of the otherInvestors) consummates a sale of more than 50.01% of the Common Stockcollectively owned by the Investors as of the Effective Date to a Third-PartyBuyer, the 

 

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## Company will deliver a written notice (the “Sale Notice”) to theEmployee.  The Sale Notice will disclosethe material terms and conditions of the proposed sale or transfer, includingthe number of shares of Common Stock that the prospective transferee is willingto purchase, the proposed purchase price per share and the intendedconsummation date of such sale.

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## (b)       Rightto Participate.  The Employee mayelect to participate in the sale or other transfer described in the Sale Noticeby giving written notice to the applicable Investors and the Company within 15days after the Company has given the related Sale Notice to the Employee.  If the Employee elects to participate, theEmployee will be entitled to sell in the contemplated transaction, at the sameprice and on the same terms and conditions as set forth in the Sale Notice, anamount of Shares equal to the product of (i) the quotientdetermined by dividing (A) the percentage of the Company’s thenoutstanding Common Stock represented by the Shares then held by the Employee by(B) the aggregate percentage of the Company’s then outstandingCommon Stock represented by the Common Stock then held by the Investor(s) participatingin the sale or other transfer described in the Sale Notice and all holders ofCommon Stock electing to participate in such sale and (ii) thenumber of Common Stock the prospective transferee has agreed to purchase in thecontemplated transaction.

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## (c)        CertainMatters Relating to the Investors. The Company will use its commercially reasonable best efforts to causethe Investors to conduct any sale that is within the scope of this Section 6in a manner consistent with this Section 6.  If the Company is not able to do so or failsto give the Sale Notice to the Employee as prescribed in Section 6(a), theEmployee’s sole remedy shall be against the Company.

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## (d)       ExpirationUpon a Public Offering.  Theprovisions of this Section 6 shall terminate upon the consummation of aPublic Offering.

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# Section 7.         “Drag-Along” Rights.

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## (a)        Drag-AlongNotice.  If any of the Investors(whether acting alone or jointly with one or more of the other Investors)intends to sell or otherwise Transfer, or enter into an agreement to sell orotherwise Transfer, for cash or other consideration, more than 50.01% of theCommon Stock collectively owned by the Investors as of the Effective Date to aThird-Party Buyer and the applicable Investor(s) elects to exercise itsrights under this Section 7, the Company shall deliver written notice (a “Drag-AlongNotice”) to the Employee, which notice shall state (i) that theInvestor(s) wishes to exercise its rights under this Section 7 withrespect to such sale, 

 

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## (ii) the name and address of the Third-Party Buyer, (iii) theper share amount and form of consideration the applicable Investor(s) proposesto receive for its Common Stock, (iv) the material terms andconditions of payment of such consideration and all other material terms andconditions of such sale, and (v) the anticipated time and place ofthe closing of the purchase and sale (a “Drag-Along Closing”).

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## (b)       Conditionsto Drag-Along.  Upon delivery of aDrag-Along Notice, the Employee shall have the obligation to sell and transferto the Third-Party Buyer at the Drag-Along Closing the percentage of theEmployee’s Shares equal to the percentage of the Common Stock owned by theInvestor(s) that are to be sold to the Third-Party Buyer (the “ApplicablePercentage”) on the same terms as the applicable Investor(s), but only ifsuch Investor(s) sells and transfers the Applicable Percentage of theInvestor’s (Investors’) Common Stock to the Third-Party Buyer at the Drag-AlongClosing.

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## (c)        Powerof Attorney, Custodian, Etc.  Byentering into this Agreement and purchasing the Shares, the Employee herebyappoints the applicable Investor(s) and any Affiliates of such Investor(s) sodesignated by the Investor(s) the Employee’s true and lawfulattorney-in-fact and custodian, with full power of substitution (the “Custodian”),and authorizes the Custodian to take such actions as the Custodian may deemnecessary or appropriate to effect the sale and transfer of the ApplicablePercentage of the Employee’s Shares to the Third-Party Buyer, upon receipt ofthe purchase price therefor at the Drag-Along Closing, free and clear of allsecurity interests, liens, claims, encumbrances, charges, options, restrictionson transfer, proxies and voting and other agreements of whatever nature, and totake such other action as may be necessary or appropriate in connection withsuch sale or transfer, including consenting to any amendments, waivers,modifications or supplements to the terms of the sale (provided that theapplicable Investor also so consents, and, to the extent applicable, sells andtransfers the Applicable Percentage of its Common Stock on the same terms as soamended, waived, modified or supplemented) and instructs the Secretary of theCompany (or other person holding any certificates for the Shares) to deliver tothe Custodian certificates representing the Applicable Percentage of the Employee’sShares, together with all necessary duly-executed stock powers.  If so requested by the applicable Investor(s) orthe Company, the Employee will confirm the preceding sentence in writing inform and substance reasonably satisfactory to such Investor promptly uponreceipt of a Drag-Along Notice (and in any event no later than 10 days afterreceipt of the Drag-Along Notice). Promptly after the Drag-Along Closing, the Custodian shall give 

 

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## notice thereof to the Employee and shall remit to the Employee the netproceeds of such sale (reduced by any amount required to be held in escrowpursuant to the terms of the purchase and sale agreement and any otherexpenses).

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## (d)       TheInvestors are Third-Party Beneficiaries; Remedies.  The Employee acknowledges and agrees that anyof the Investors that takes action pursuant to this Section 7 is anintended third-party beneficiary of this Section 7, as if such Investorwere a party to this Agreement directly. Following a breach or a threatened breach by the Employee of theprovisions of this Section 7, the applicable Investor may obtain aninjunction granting it specific performance of the Employee’s obligations underthis Section 7.  Whether or not theapplicable Investor obtains such an injunction, and whether or not thetransaction with respect to which the Drag-Along Notice relates is consummated,following such a breach or threatened breach by the Employee the Company shallhave the option to purchase any or all of the Employee’s Shares at a purchaseprice per Share equal to the lesser of the price at which the Employeepurchased such Shares from the Company or the per share consideration payablepursuant to the Drag-Along Offer.  Thepreceding sentence shall not limit the Company’s or the Investors’ rights torecover damages (or the amount thereof) from the Employee.

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## (e)        Expirationon a Public Market.  The provisionsof this Section 7 shall terminate and cease to have further effect uponthe establishment of the Public Market, provided that such terminationshall not affect any right to receive or seek damages or purchase Sharespursuant to Section 7(d).

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# Section 8.         Rights of First Refusal.

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## (a)        Notice.  At any time prior to a Public Offering, inaddition to the Transfer restrictions set forth in Section 4 and except asotherwise expressly provided in this Agreement, the Employee may not Transferany Shares other than pursuant to a Qualified Offer and if the Employee desiresto accept a Qualified Offer, the Employee shall first give at least 60 days’prior written notice to the Company and the CD&R Investors:

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### (i)        designatingthe number of Shares proposed to be Transferred (the “Offered Shares”);

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### (ii)       naming theprospective acquiror of such Shares; and

 

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### (iii)      specifyingthe price at (the “Offer Price”) and terms upon which (the “OfferTerms”) the Employee desires to Transfer such Shares.

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## (b)       Rightof the Company. During the 30-day period following the Company’s receipt ofthe Employee’s notice pursuant to Section 8(a) (the “First RefusalPeriod”), the Company shall have the right to purchase from the Employeeall or any portion of the Offered Shares, at the Offer Price and on the OfferTerms, and any such purchase shall be settled at the time and in the mannerspecified in Section 8(d) hereof. The Company shall use its reasonable efforts to act as promptly aspracticable following receipt of the notice from the Employee to determinewhether it shall elect to exercise such right.

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## (c)        Rightof the CD&R Investors.  If theCompany determines within the First Refusal Period that it does not wish toexercise its right to purchase all of the Offered Shares, the CD&RInvestors shall have the right to purchase all or any portion remaining of theOffered Shares specified in such notice, at the Offer Price and on the OfferTerms, and any such purchase shall be settled at the time and in the mannerspecified in Section 8(d) hereof. The CD&R Investors must determine whether to exercise such rightduring the period beginning on the earlier of (x) the end of theFirst Refusal Period and (y) the date of receipt by the CD&RInvestors of written notice that the Company has elected not to exercise itsrights under Section 8(b) and ending 60 days after the CD&RInvestors’ receipt of the Employee’s notice pursuant to Section 8(a) (the“Second Refusal Period”).

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## (d)       Mannerof Exercise.  The rights providedhereunder shall be exercised by written notice to the Employee given at anytime during the applicable period.  Ifsuch right is exercised, the Employee may not sell pursuant to the QualifiedOffer any of the Shares that the Company or the CD&R Investors have electedto purchase and the Company or the CD&R Investors, as the case may be,shall deliver to the Employee cash, check or other readily-available funds forthe Offer Price, against delivery of certificates or other instrumentsrepresenting the Shares so purchased, appropriately endorsed by the Employee,and free and clear of all security interests, liens, claims, encumbrances,charges, etc.  Notwithstanding theforegoing, neither the Company nor the CD&R Investors, as the case may be,shall deliver any cash, check or other readily-available funds for the OfferPrice to the Employee prior to the date which is six months and one day fromthe date of the Employee’s acquisition of the Shares pursuant to thisAgreement.

 

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## (e)        AdditionalRequirements for Sale.  Subject to Section 4,if neither the Company nor the CD&R Investors shall have exercised itsrights under this Section 8, then the Employee may Transfer the OfferedShares to (but only to) the intended purchaser named in his notice to theCompany and the CD&R Investors at the Offer Price and on the Offer Terms; providedthat:

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### (i)        suchTransfer must be consummated within 30 days following the expiration of theSecond Refusal Period; and

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### (ii)       theintended purchaser must first agree in writing in form and substancesatisfactory to the Company to make and be bound by the representations andwarranties set forth in Section 3(b), Section 3(e) and Section 3(f) andto agree to and be bound by the covenants and other restrictions set forth inthis Agreement (including, but not limited to, Section 3(g), Section 4,Section 6, Section 7, Section 8, Section 9 and Section 11)and such other covenants or restrictions as the Company shall reasonablyrequest (it being understood that the Employee and any intended purchasertherefrom shall not have any of the benefits provided for in Section 5).

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Any purported Transfer in violationof this Section 8 shall be void ab initio.

 

## (f)        Allocationby CD&R Investors.  The Employeeacknowledges and agrees that the CD&R Investors may allocate and assigntheir rights to purchase any or all of the Offered Shares within the SecondRefusal Period, as among themselves and the other Investors, in such manner asthey, in their sole discretion, may agree from time to time.

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# Section 9.         Holdback Agreements.  If the Company files a registration statementunder the Securities Act with respect to an underwritten public offering of anyshares of its capital stock, the Employee shall not effect any public sale(including a sale under Rule 144 under the Securities Act or other similarprovision of applicable law) or distribution of any Common Stock, other than aspart of such underwritten public offering, during the 20 days prior to and the180 days after the effective date of such registration statement (or such otherperiod as may be generally applicable to or agreed by the Company’s senior-mostexecutives).  If the Company files aprospectus in connection with a takedown from a shelf registration statement,the Employee shall not effect any public sale (including a sale under Rule 144under the Securities Act or other similar provision of applicable law) ordistribution of any Common Stock, other than as part of such offering, for 20days prior to and 90 days after the date the prospectus supplement is filedwith the Securities and Exchange Commission (or such other 

 

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# period as may be generallyapplicable to or agreed by the Company’s senior-most executives).

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# Section 10.       Certain Definitions.

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## (a)        Capitalizedterms not otherwise defined in this Agreement have the meanings given to themin the ServiceMaster Global Holdings, Inc. Stock Incentive Plan.

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## (b)       Asused in this Agreement, the following terms shall have the meanings set forthbelow:

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“Agreement” means this Employee StockSubscription Agreement, as amended from time to time in accordance with theterms hereof.

 

“Applicable Percentage” has the meaning givenin Section 7(b).

 

“Closing” has the meaning given in Section 2(a).

 

“Custodian” has the meaning given in Section 7(c).

 

“Determination Date” has the meaning given inSection 5(c).

 

“Drag-Along Closing” has the meaning given inSection 7(a).

 

“Drag-Along Notice” has the meaning given in Section 7(a).

 

“Employee” means the purchaser of the Shareswhose name is set forth on the signature page of this Agreement; providedthat following such person’s death, the “Employee” shall be deemed to includesuch person’s beneficiary or estate and following such person’s Disability, the“Employee” shall be deemed to include any legal representative of such person.

 

“Exchange Act” means theUnited States Securities Exchange Act of 1934, as amended, or any successorstatute, and the rules and regulations thereunder that are in effect atthe time, and any reference to a particular section thereof shall includea reference to the corresponding section, if any, of any such successorstatute, and the rules and regulations thereunder.

 

“Exercise Date” has themeaning given in the Option Agreement.

 

“Exercise Price” has themeaning given in the Option Agreement.

 

“Financing Agreements” has the meaning givenin Section 5(f).

 

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“First Option Period” has the meaning givenin Section 5(a).

 

“First Refusal Period” has the meaning givenin  Section 8(b).

 

“Offer Price” has the meaning given in Section 8(a).

 

“Offer Terms” has the meaning given in Section 8(a).

 

“Offered Shares” has the meaning given in Section 8(a).

 

“Option Agreement” means the Employee StockOption Agreement, dated as of [ · ], to which the Employee and the Company are parties.

 

“Options” has the meaning given in the OptionAgreement.

 

“Person” means any natural person, firm,partnership, limited liability company, association, corporation, company,trust, business trust, governmental authority or other entity.

 

“Public Market” shall be deemed to have beenestablished at such time as 30% of the Common Stock (on a fully diluted basis)has been sold to the public pursuant to an effective registration statementunder the Securities Act, pursuant to Rule 144 or pursuant to a publicoffering outside the United States.

 

“Purchase Price” means the purchase price perShare determined in accordance with Section 5(c).

 

“Qualified Offer” means an offer to purchaseShares from a single purchaser and which must be in writing and for cash or otherimmediately-available funds, be irrevocable by its terms for at least 60 daysand be a bona fide offer as determined in good faith by the Board or theCompensation Committee thereof.

 

“Retirement” means the Employee’s retirementfrom active service on or after the Employee reaches normal retirement age.

 

“Rule 144” means Rule 144 under theSecurities Act (or any successor provision thereto).

 

“Sale Notice” has the meaning given in Section 6(a).

 

“Second Option Period” has the meaning givenin Section 5(a).

 

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“Second Refusal Period” has the meaning givenin Section 8(c).

 

“Securities Act” means the United StatesSecurities Act of 1933, as amended, or any successor statute, and the rules andregulations thereunder that are in effect at the time and any reference to aparticular section thereof shall include a reference to the correspondingsection, if any, of any such successor statute, and the rules andregulations thereunder.

 

“Shares” has the meaning given in Section 1(a),and for purposes of Section 3(g), Section 4, Section 5, Section 6,Section 7, Section 8, and Section 9 it also includes CommonStock delivered as dividends in respect of the Shares.

 

“Stock Incentive Plan” means theServiceMaster Global Holdings, Inc. Stock Incentive Plan adopted by theBoard, as amended from time to time.

 

“Third-Party Buyer” means any Person otherthan (i) the Company or any of its Subsidiaries, (ii) anyemployee benefit plan of the Company or any of its Subsidiaries, (iii) theInvestors or (iv) any Affiliates of any of the foregoing.

 

“Transfer” means any sale, assignment,transfer, pledge, encumbrance, or other direct or indirect disposition(including a hedge or other derivative transaction).

 

# Section 11.       Miscellaneous.

#  

## (a)        Authorizationto Share Personal Data.  The Employeeauthorizes any Affiliate of the Company that employs the Employee or thatotherwise has or lawfully obtains personal data relating to the Employee todivulge or transfer such personal data to the Company or a to a third party, ineach case in any jurisdiction, if and to the extent appropriate in connectionwith this Agreement or the administration of the Plan.

##  

## (b)       UnforeseenPersonal Hardship.  If the Employee,prior to a Public Offering and still in the employment of the Company,experiences financial hardship arising from (i) extraordinarymedical expenses or other expenses directly related to illness or disability ofthe Employee, a member of the Employee’s immediate family or one of the Employee’sparents or (ii) payments necessary or required to prevent theeviction of the Employee from the Employee’s principal residence or foreclosureon the mortgage on that residence, the Board will carefully consider anyrequest by the 

 

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## Employee that the Company repurchase the Employee’s Shares at the PurchasePrice, but the Company shall have no obligation to do so.

##  

## (c)        Notices.  All notices and other communications requiredor permitted to be given under this Agreement shall be in writing and shall bedeemed to have been given if delivered personally or sent by certified orexpress mail, return receipt requested, postage prepaid, or by any recognizedinternational equivalent of such delivery, to the Company, any of the Investorsor the Employee, as the case may be, at the following addresses or to suchother address as the Company, the Investors or the Employee, as the case maybe, shall specify by notice to the others:

##  

### (i)        if to theCompany, to it at:

###  

ServiceMaster Global Holdings, Inc.c/o The ServiceMaster Company 860 Ridge Lake BoulevardMemphis, Tennessee  38120Attention: General CounselFax: (901) 597-8025

 

with copies (which shall not constitute notice) to the Persons listed inclause (iv) below);

 

### (ii)       if to theEmployee, to the Employee at his or her most recent address as shown on thebooks and records of the Company or Subsidiary employing the Employee;

###  

### (iii)      if to anyInvestor, to the Persons listed in clause (iv) below;

###  

### (iv)      copies of anynotice or other communication given under this Agreement shall also be givento:

###  

Clayton, Dubilier & Rice, Inc.375 Park Avenue, 18th FloorNew York, New York 10152Attention:  David WassermanFax: (212) 893-7061

 

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and

 

Debevoise & Plimpton LLP919 Third Avenue New York, New York 10022Attention:  John M. AllenFax:  (212) 909-6836

 

All such notices and communications shall be deemed to havebeen received on the date of delivery if delivered personally or on the thirdbusiness day after the mailing thereof.

 

## (d)       BindingEffect; Benefits.  This Agreementshall be binding upon and inure to the benefit of the parties to this Agreementand their respective successors and assigns. Except as otherwise provided herein with respect to the Investors,nothing in this Agreement, express or implied, is intended or shall beconstrued to give any person other than the parties to this Agreement or theirrespective successors or assigns any legal or equitable right, remedy or claimunder or in respect of any agreement or any provision contained herein.

##  

## (e)        Waiver;Amendment.

##  

### (i)        Waiver.  Any party hereto may by written notice to theother parties (A) extend the time for the performance of any of theobligations or other actions of the other parties under this Agreement, (B) waivecompliance with any of the conditions or covenants of the other partiescontained in this Agreement, and (C) waive or modify performance ofany of the obligations of the other parties under this Agreement; providedthat any waiver of the provisions of Section 4 through and including Section 9or this Section 11(e) must be consented to in writing by the CD&RInvestors.  Except as provided in thepreceding sentence, no action taken pursuant to this Agreement, including, butnot limited to, any investigation by or on behalf of any party, shall be deemedto constitute a waiver by the party taking such action of compliance with anyrepresentations, warranties, covenants or agreements contained herein.  The waiver by any party hereto of a breach ofany provision of this Agreement shall not operate or be construed as a waiverof any preceding or succeeding breach and no failure by a party to exercise anyright or privilege hereunder shall be deemed a waiver of such party’s rights orprivileges hereunder or shall be 

 

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### deemeda waiver of such party’s rights to exercise the same at any subsequent time ortimes hereunder.

###  

### (ii)       Amendment.  This Agreement may be amended, modified orsupplemented only by a written instrument executed by the Employee and theCompany; provided that the provisions of Section 4 through Section 9and this Section 11 may be amended by the Company with the vote of amajority (by number of shares of Common Stock) of the Employees who hold CommonStock purchased pursuant to a stock subscription agreement having comparableprovisions; provided, further, that any amendment adverselyaffecting the rights of the CD&R Investors hereunder must be consented toby the CD&R Investors.

###  

## (f)        Assignability.  Neither this Agreement nor any right, remedy,obligation or liability arising hereunder or by reason hereof shall beassignable by the Company or the Employee without the prior written consent ofthe other parties, provided that the CD&R Investors may assign fromtime to time all or any portion of their respective rights under thisAgreement, to one or more persons or other entities designated by each of them.

##  

## (g)       ApplicableLaw.  This Agreement shall begoverned by and construed in accordance with the law of the State of Delawareregardless of the application of rules of conflict of law that would applythe laws of any other jurisdiction.

##  

## (h)       Waiverof Jury Trial.  Each party herebywaives, to the fullest extent permitted by applicable law, any right it mayhave to a trial by jury in respect of any suit, action or proceeding arisingout of this Agreement or any transaction contemplated hereby.  Each party (i) certifies that norepresentative, agent or attorney of any other party has represented, expresslyor otherwise, that such other party would not, in the event of litigation, seekto enforce the foregoing waiver and (ii) acknowledges that it andthe other parties have been induced to enter into the Agreement by, among otherthings, the mutual waivers and certifications in this Section 11(h).

##  

## (i)         Section andOther Headings, etc.  The section andother headings contained in this Agreement are for reference purposes only andshall not affect the meaning or interpretation of this Agreement.

 

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## (j)         Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original and all ofwhich together shall constitute one and the same instrument.

##  

IN WITNESS WHEREOF, the Company andthe Employee have executed this Agreement as of the date first above written.

 
|   | SERVICEMASTER GLOBAL HOLDINGS, INC. |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 |   |
|   | Name:                               |
|   | Title:                              |
|   |                                |
|   | THE EMPLOYEE:                       |
|   |                                |
|   | «Name»                    |
|   |                                |
|   | By:                                 |   |
|   |                                | as Attorney-in-Fact |
|   |                                | Name: |
|   |                                |
|   | Address of the Employee:            |

 

 
| Total Number of Shares of Common  Stock to be Purchased: |   |   |   |
|----------------------------------------------------------|--------|--------|--------|
|                                                     |   |   |   |
| Per Share Exercise Price:                                |   | $      |   |
|                                                     |   |   |   |
| Aggregate Exercise Price:                                |   | $      |   |

 

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