Exhibit 10.32  Employee Stock Option Agreement  This Employee Stock Option
Agreement, dated as of December 19, 2007, between ServiceMaster Global
Holdings, Inc., a Delaware corporation, and the employee whose name
appears on the signature page hereof, is being entered into pursuant to
the ServiceMaster Global Holdings, Inc. Stock Incentive Plan.  The meaning of capitalized terms may be found
in Section 7.  The Company and the Employee hereby
agree as follows:  Section 1.Grant of Options.  (a)Confirmation of Grant.  The Company
hereby evidences and confirms, effective as of the date hereof, its grant to
the Employee of Options to purchase the number of shares of Common Stock
specified on the signature page hereof. 
The Options are not intended to be incentive stock options under the
Code.  This Agreement is entered into
pursuant to, and the terms of the Options are subject to, the terms of the
Plan.  If there is any inconsistency between
this Agreement and the terms of the Plan, the terms of the Plan shall govern.  (b)Option Price.  Each share covered by an Option
shall have the Option Price specified on the signature page hereof.  Section 2.Vesting and Exercisability.  (a)Except as otherwise provided in Section 6(a) or
Section 2(b) of this Agreement, the Options shall become vested in four
equal annual installments on each of the first through fourth anniversaries of
the Grant Date, subject to the continuous employment of the Employee with the
Company until the applicable vesting date; provided that if the Employees
employment with the Company is terminated in a Special Termination (i.e., by
reason of the Employees death or Disability), any Options held by the Employee
shall immediately vest as of the effective date of such Special Termination.


(b)Discretionary Acceleration.  The Board,
in its sole discretion, may accelerate the vesting or exercisability of all or
a portion of the Options, at any time and from time to time.  (c)Exercise.  Once vested in accordance with the provisions
of this Agreement, the Options may be exercised at any time and from time to
time prior to the date such Options terminate pursuant to Section 3.  Options may only be exercised with respect to
whole shares and must be exercised in accordance with Section 4.  Section 3.Termination of Options.  (a)Normal Termination Date.  Unless
earlier terminated pursuant to Section 3(b) or Section 6, the
Options shall terminate on the tenth anniversary of the Grant Date (the Normal
Termination Date), if not exercised prior to such date.  (b)Early Termination.  If the Employees employment with
the Company terminates for any reason, any Options held by the Employee that
have not vested before the effective date of such termination of employment (determined
without regard to any statutory or deemed or express contractual notice period)
or that do not become vested on such date in accordance with Section 2
shall terminate immediately upon such termination of employment (determined
without regard to any statutory or deemed or express contractual notice period)
and, if the Employees employment is terminated for Cause, all Options (whether
or not then vested or exercisable) shall automatically terminate immediately
upon such termination.  All vested
Options held by the Employee following the effective date of a termination of
employment (the Covered Options) shall remain exercisable until the
first to occur of (i) the three-month anniversary of the effective
date of the Employees termination of employment (determined without regard to
any deemed or express statutory or contractual notice period), (ii) the
one-year anniversary in the case of a Special Termination or a retirement from
active service on or after the Employee reaches normal retirement age, (iii) the
Normal Termination Date or (iv) the cancellation of the Options
pursuant to Section 6(a), and if not exercised within such period the
Options shall automatically terminate upon the expiration of such period.  2


Section 4.Manner of Exercise.  (a)General.  Subject to such reasonable administrative
regulations as the Board may adopt from time to time, the Employee may exercise
vested Options by giving at least 15 business days prior written notice to the
Secretary of the Company specifying the proposed date on which the Employee
desires to exercise a vested Option (the Exercise Date), the number of
whole shares with respect to which the Options are being exercised (the Exercise
Shares) and the aggregate Option Price for such Exercise Shares (the Exercise
Price); provided that following a Public Offering notice may be
given within such lesser period as the Board may permit.  On or before any Exercise Date that occurs
prior to a Public Offering, the Company and the Employee shall enter into a Subscription
Agreement that contains repurchase rights, transfer and other restrictions on
the Exercise Shares in the form then customarily used by the Company for such
purpose.  Unless otherwise determined by
the Board, and subject to such other terms, representations and warranties as
may be provided for in the Subscription Agreement, (i) on or before
the Exercise Date the Employee shall deliver to the Company full payment for
the Exercise Shares in United States dollars in cash, or cash equivalents
satisfactory to the Company, in an amount equal to the Exercise Price plus
any required withholding taxes or other similar taxes, charges or fees and (ii) the
Company shall register the issuance of the Exercise Shares on its records (or
direct such issuance to be registered by the Companys transfer agent).  The Company may require the Employee to
furnish or execute such other documents as the Company shall reasonably deem
necessary (i) to evidence such exercise, (ii) to
determine whether registration is then required under the Securities Act or
other applicable law or (iii) to comply with or satisfy the
requirements of the Securities Act, applicable state or non-U.S. securities
laws or any other law.  (b)Restrictions on Exercise. 
Notwithstanding any other provision of this Agreement, the Options may
not be exercised in whole or in part, and no certificates representing Exercise
Shares shall be delivered, (i) (A) unless all requisite
approvals and consents of any governmental authority of any kind shall have
been secured, (B) unless the purchase of the Exercise Shares shall
be exempt from registration under applicable U.S. federal and state securities
laws, and applicable non-U.S. securities laws, or the Exercise Shares shall  3


have
been registered under such laws, and (C) unless all applicable U.S.
federal, state and local and non-U.S. tax withholding requirements shall have
been satisfied, or (ii) if such exercise would result in a
violation of the terms or provisions of or a default or an event of default
under, any guarantee, financing or security agreement entered into by the
Company or any Subsidiary from time to time. 
The Company shall use its commercially reasonable efforts to obtain any
consents or approvals referred to in clause (i) (A) of the preceding
sentence, but shall otherwise have no obligations to take any steps to prevent
or remove any impediment to exercise described in such sentence.  Except where prohibited by applicable law, the
Normal Termination Date of any Option that may not be exercised pursuant to
this Section 4(b) shall be extended for a period of time equal to any
period of time such Option may not exercised pursuant to this Section 4(b),
such extension not to exceed ten years in the aggregate.  Section 5.Employees Representations; Investment Intention.  The
Employee represents and warrants that the Options have been, and any Exercise
Shares will be, acquired by the Employee solely for the Employees own account
for investment and not with a view to or for sale in connection with any
distribution thereof.  The Employee
represents and warrants that the Employee understands that none of the Exercise
Shares may be transferred, sold, pledged, assigned, alienated, hypothecated or
otherwise disposed of or encumbered unless the provisions of the relatedSubscription
Agreement shall have been complied with or have expired.  Section 6.Change in Control.  (a)Vesting and Cancellation.  Except as
otherwise provided in Section 6(b) or Section 6(c), in the event
of a Change in Control, all then-outstanding Options (whether vested or
unvested) shall be canceled in exchange for a payment having a value equal to
the excess, if any, of (i) the product of the Change in Control
Price multiplied by the aggregate number of shares covered by all such Options
immediately prior to the Change in Control over (ii) the aggregate
Option Price for all such shares, to be paid as soon as reasonably practicable,
but in no event later than 30 days following the Change in Control.  4


(b)Alternative Award.  Notwithstanding Section 6(a),
no cancellation, termination, or settlement or other payment shall occur with
respect to any Option if the Board reasonably determines prior to the Change in
Control that the Employee shall receive an Alternative Award meeting the
requirements of the Plan.  (c)Limitation of Benefits.  If, whether
as a result of accelerated vesting, the grant of an Alternative Award or
otherwise, the Employee would receive any payment, deemed payment or other
benefit as a result of the operation of Section 6(a) or Section 6(b) that,
together with any other payment, deemed payment or other benefit the Employee
may receive under any other plan, program, policy or arrangement, would
constitute an excess parachute payment under section 280G of the Code, then,
notwithstanding anything in this Section 6 to the contrary, the payments,
deemed payments or other benefits such Employee would otherwise receive under Section 6(a) or
Section 6(b) shall be reduced to the extent necessary to eliminate
any such excess parachute payment and such Employee shall have no further
rights or claims with respect thereto. 
If the preceding sentence would result in a reduction of the payments,
deemed payments or other benefits the Employee would otherwise receive on an
after-tax basis by more than 5%, the Company will use its commercially
reasonable best efforts to seek the approval of the Companys shareholders in
the manner provided for in section 280G(b)(5) of the Code and the
regulations thereunder with respect to such reduced payments or other benefits
(if the Company is eligible to do so), so that such payments would not be
treated as parachute payments for these purposes (and therefore would cease
to be subject to reduction pursuant to this Section 6(c)); provided,
however, that if the Company seeks such approval on behalf of the Employee, the
Companys request for the approval of such payments to the Employee shall be
submitted to the shareholders on a single slate with all other persons for whom
such approval is being sought, and not individually.  This Section 6(c) shall cease to
apply if the stock of the Company or any direct or indirect parent or
subsidiary of the Company becomes readily tradable on an established securities
market or otherwise within the meaning of 26 CFR 1.280G-1, Q/A-6.  Section 7.Certain Definitions.  As used in
this Agreement, capitalized terms that are not defined herein have the
respective meanings given in the Plan, and the following additional terms shall
have the following meanings:  5


Agreement means this Employee Stock Option
Agreement, as amended from time to time in accordance with the terms hereof.  Covered Options has the meaning given in Section 3(b).  Determination Date means the effective date
of the Employees termination of employment.  Employee means the grantee of the Options
whose name is set forth on the signature page of this Agreement; provided
that for purposes of Section 4 and Section 8, following such persons
death Employee shall be deemed to include such persons beneficiary or estate
and following such Persons Disability, Employee shall be deemed to include such
persons legal representative.  Exercise Date has the meaning given in Section 4(a).  Exercise Price has the meaning given in Section 4(a).  Exercise Shares has the meaning given in Section 4(a).  Grant Date means the date hereof, which is
the date on which the Options are granted to the Employee.  Normal Termination Date has the meaning
given in Section 3(a).  Option means the right granted to the
Employee hereunder to purchase one share of Common Stock for a purchase price
equal to the Option Price subject to the terms of this Agreement and the Plan.  Option Price means, with respect to each share
of Common Stock covered by an Option, the purchase price specified in Section 1(b) for
which the Employee may purchase such share of Common Stock upon exercise of an
Option.  6


Plan means the ServiceMaster Global
Holdings, Inc. Stock Incentive Plan.  Securities Act means the United States
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations thereunder that are in effect at the time, and any reference to a
particular section thereof shall include a reference to the corresponding
section, if any, of such successor statute, and the rules and regulations.  Section 8.Miscellaneous.  (a)Withholding.  The Company or one of its
Subsidiaries may require the Employee to remit to the Company an amount in cash
sufficient to satisfy any applicable U.S. federal, state and local and non-U.S.
tax withholding or other similar charges or fees that may arise in connection
with the grant, vesting, exercise, settlement or purchase of the Options.  (b)Authorization to Share Personal Data.  The
Employee authorizes any Affiliate of the Company that employs the Employee or
that otherwise has or lawfully obtains personal data relating to the Employee
to divulge or transfer such personal data to the Company or to a third party,
in each case in any jurisdiction, if and to the extent appropriate in
connection with this Agreement or the administration of the Plan.  (c)No Rights as Stockholder; No Voting Rights.  The
Employee shall have no rights as a stockholder of the Company with respect to
any shares covered by the Options until the exercise of the Options and
delivery of the shares.  Any shares
delivered in respect of the Options shall be subject to the Subscription
Agreement and the Employee shall have no voting rights with respect to such
Shares until such time as specified in the Subscription Agreement.  (d)No Right to Continued Employment. Nothing in this Agreement shall be deemed to
confer on the Employee any right to continue in the employ of the Company or
any Subsidiary, or to  7


interfere
with or limit in any way the right of the Company or any Subsidiary to
terminate such employment at any time.  (e)Non-Transferability of Options.  The Options
may be exercised only by the Employee. 
The Options are not assignable or transferable, in whole or in part, and
they may not, directly or indirectly, be offered, transferred, sold, pledged,
assigned, alienated, hypothecated or otherwise disposed of or encumbered
(including, but not limited to, by gift, operation of law or otherwise) other
than by will or by the laws of descent and distribution to the estate of the
Employee upon the Employees death or with the Companys consent.  (f)Notices.  All notices and other communications required
or permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given if delivered personally or sent by certified or
express mail, return receipt requested, postage prepaid, or by any recognized
international equivalent of such delivery, to the Company or the Employee, as
the case may be, at the following addresses or to such other address as the
Company or the Employee, as the case may be, shall specify by notice to the
other:  (i)if to the Company, to it at:  ServiceMaster Global Holdings, Inc.
c/o The ServiceMaster Company 860 Ridge Lake Boulevard
Memphis, Tennessee  38120 Attention: General
Counsel Fax: (901) 597-8025  with copies (which shall not constitute notice) to the Persons listed in
clause (iii) below);  (ii)if to the Employee, to the Employee at his or her
most recent address as shown on the books and records of the Company or
Subsidiary employing the Employee;  8


(iii)copies of any notice or other communication given under this Agreement
shall also be given to:  Clayton, Dubilier & Rice, Inc.
375 Park Avenue, 18th Floor
New York, New York 10152Attention:  David Wasserman
Fax: (212) 893-7061  and  Debevoise & Plimpton LLP
919 Third Avenue 
New York, New York 10022 Attention:  John M. Allen
Fax:  (212) 909-6836  All
such notices and communications shall be deemed to have been received on the
date of delivery if delivered personally or on the third business day after the
mailing thereof.  (g)Binding Effect; Benefits.  This
Agreement shall be binding upon and inure to the benefit of the parties to this
Agreement and their respective successors and assigns.  Nothing in this Agreement, express or
implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal
or equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein.  (h)Waiver; Amendment.  (i)Waiver.  Any party hereto or beneficiary hereof may by
written notice to the other parties (A) extend the time for the
performance of any of the obligations or other actions of the other parties
under this Agreement, (B) waive compliance with any of the
conditions or covenants of the other parties contained in this Agreement and (C) waive
or modify performance of any of the obligations of the other parties under this
Agreement.  Except as  9


provided
in the preceding sentence, no action taken pursuant to this Agreement,
including, without limitation, any investigation by or on behalf of any party
or beneficiary, shall be deemed to constitute a waiver by the party or
beneficiary taking such action of compliance with any representations,
warranties, covenants or agreements contained herein.  The waiver by any party hereto or beneficiary
hereof of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by a
party or beneficiary to exercise any right or privilege hereunder shall be
deemed a waiver of such partys or beneficiarys rights or privileges hereunder
or shall be deemed a waiver of such partys or beneficiarys rights to exercise
the same at any subsequent time or times hereunder.  (ii)Amendment.  This Agreement may not be
amended, modified or supplemented orally, but only by a written instrument
executed by the Employee and the Company.  (i)Assignability.  Neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company or the Employee without the prior written
consent of the other party.  (j)Applicable Law.  This Agreement shall be governed
by and construed in accordance with the law of the State of Delaware regardless
of the application of rules of conflict of law that would apply the laws
of any other jurisdiction.  (k)Waiver of Jury Trial.  Each party
hereby waives, to the fullest extent permitted by applicable law, any right it
may have to a trial by jury in respect of any suit, action or proceeding
arising out of this Agreement or any transaction contemplated hereby.  Each party (i) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver and (ii) acknowledges that it and
the other parties have been induced to enter into the Agreement by, among other
things, the mutual waivers and certifications in this Section 8(k).  10


(l)Section and Other Headings, etc.  The section
and other headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.  (m)Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same instrument.  11


IN WITNESS WHEREOF, the Company and
the Employee have executed this Agreement as of the date first above written.   SERVICEMASTER GLOBAL HOLDINGS,
  INC.By:Name:Title:THE EMPLOYEE:By:[Employee]Address of the Employee:[Address]   Total Number of Shares 
  for the Purchase of 
  Which 
  Options have been 
  Granted
  
  Option Price[                ]Shares
  
  $10.00  12