Exhibit 10.31  Employee Stock Subscription
Agreement  This Employee Stock Subscription 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 each
capitalized term may be found in Section 10.  The Company and the Employee hereby agree as follows:  Section 1.Purchase and Sale of Common Stock.  (a)In General.  Subject to all of the terms of
this Agreement, at the Closing the Employee shall purchase, and the Company
shall sell, the aggregate number of shares of Common Stock set forth on the
signature page hereof (the Shares), at the purchase price set
forth on the signature page hereof.  (b)Condition to Sale.  Notwithstanding anything in this
Agreement to the contrary, the Company shall have no obligation to sell any Common
Stock to any person who is not an employee of the Company or any of its
Subsidiaries at the time that such shares of Common Stock are to be sold or who
is a resident of a jurisdiction in which the sale of Common Stock to him would
constitute a violation of the securities, blue sky or other laws of such jurisdiction.  Section 2.The Closing.  (a)Time and Place.  The Company shall determine the
time and place of the closing of the purchase and sale of the Shares (the Closing).  (b)Delivery by the Employee.  At the
Closing, the Employee shall deliver to the Company the aggregate purchase price
for the Shares.  (c)Delivery by the Company.  At the
Closing, the Company shall register the Shares in the name of the
Employee.  If the Shares are


certificated,
any certificates relating to the Shares shall be held by the Secretary of the
Company or his designee on behalf of the Employee.  Section 3.Employees Representations and Warranties.  (a)Access to Information, Etc.The Employee
represents, warrants and covenants as follows:  (i)the Employee has carefully reviewed the Offering
Memorandum, dated November 19, 2007, each of its exhibits and other
attachments, each document incorporated by reference into the Offering
Memorandum, and the other materials furnished to the Employee in connection
with the offer and sale of the Shares pursuant to this Agreement;  (ii)the Employee has had an adequate opportunity to
consider whether or not to purchase any of the shares of Common Stock offered
to the Employee, and to discuss such purchase with the Employees legal, tax
and financial advisors;  (iii)the Employee understands the terms and conditions
that apply to the Shares and the risks associated with an investment in the
Shares;  (iv)the Employee has a good understanding of the English
language;  (v)the Employee is, and will be at the Closing, an
officer or employee of the Company or one of its Subsidiaries; and  (vi)the Employee is, and will be at the Closing, a
resident of the jurisdiction indicated as his or her address set forth on the
signature page of this Agreement.  (b)Ability to Bear Risk.  The
Employee represents and warrants as follows:  2


(i)the Employee understands that the rights of first
refusal and other transfer restrictions that apply to the Shares may
effectively preclude the transfer of any of the Shares prior to a Public
Offering;  (ii)the financial situation of the Employee is such that
he or she can afford to bear the economic risk of holding the Shares for an
indefinite period;  (iii)the Employee can afford to suffer the complete loss
of his or her investment in the Shares; and  (iv)the Employee understands that the Companys
Financing Agreements may restrict the ability of the Company to repurchase the
Shares pursuant to Section 5 and that the Company and its Subsidiaries may
enter into or amend, refinance or enter into new Financing Agreements without
regard to the impact on the Companys ability to repurchase the Shares.  (c)Voluntary Purchase.  The Employee represents and
warrants that the Employee is purchasing the Shares voluntarily.  (d)No Right to Awards.  The Employee acknowledges and
agrees that the sale of the Shares and the grant of any options that are
awarded to the Employee in connection with the purchase of the Shares (i) are
being made on an exceptional basis and are not intended to be renewed or
repeated, (ii) are entirely voluntary on the part of the Company
and its Subsidiaries and (iii) should not be construed as creating
any obligation on the part of the Company or any of its Subsidiaries to offer
any securities in the future.  (e)Investment Intention.  The
Employee represents and warrants that the Employee is acquiring the Shares
solely for his or her own account for investment and not on behalf of any other
person or with a view to, or for sale in connection with, any distribution of
the Shares.  3


(f)Securities Law Matters.  The
Employee acknowledges and represents and warrants that the Employee understands
that:  (i)the Shares have not been registered under the Securities Act or any state
or non-United States securities or blue sky laws;  (ii)it
is not anticipated that there will be any public market for the Shares;  (iii)the
Shares must be held indefinitely and the Employee must continue to bear the
economic risk of the investment in the Shares unless the Shares are
subsequently registered under applicable securities and other laws or an
exemption from registration is available;  (iv)the
Company is under no obligation to register the Shares or to make an exemption
from registration available; and  (v)a
restrictive legend shall be placed on any certificates representing the Shares
that makes clear that the Shares are subject to the restrictions on
transferability set forth in this Agreement and a notation shall be made in the
appropriate records of the Company or any transfer agent indicating that the
Shares are subject to such restrictions.  (g)Voting Proxy.  By entering into this Agreement
and purchasing the Shares, the Employee hereby irrevocably grants to and
appoints the CD&R Investors collectively (to act by unanimous consent) as
such Employees proxy and attorney-in-fact (with full power of substitution),
for and in the name, place and stead of such Employee, to vote or act by
unanimous written consent with respect to such Employees Shares.  The Employee hereby affirms that the
irrevocable proxy set forth in this Section 3(g) will be valid until
the consummation of a Public Offering and is given to secure the performance of
the obligations of such Employee under this Agreement.  The Employee hereby further affirms that the
proxy hereby granted shall be irrevocable and shall be deemed coupled with an
interest and shall extend for the term of this Agreement, or, if earlier, until
the last date permitted by law.  For the
avoidance of doubt, except as expressly  4


contemplated
by this Section 3(g), the Employee has not granted a proxy to any Person
to exercise the rights of such Employee under this Agreement or any other
agreement relating to the Shares to which such Employee is a party.  Section 4.Restriction on Transfer of Shares.  (a)In General.  Prior to the first to occur of a
Public Offering and July 24, 2011, the Employee shall not Transfer any of
the Shares other than (i) upon the Employees death by will or by
the laws of descent and distribution, (ii) repurchases by the
Company (or an assignee thereof) or the CD&R Investors pursuant to Section 5
hereof, (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 all
applicable securities laws and, if the Company so requests, prior to any
attempted Transfer, the Employee shall provide to the Company at the Employees
expense such information relating to the compliance of such proposed Transfer
with the terms of this Agreement and applicable securities laws as the Company
shall reasonably request, which may include an opinion in form and substance
reasonably satisfactory to the Company of counsel regarding such securities law
or other matters as the Company shall request (such counsel to be reasonably
satisfactory to the Company).  (b)No Transfer That Would Result In Registration
Requirements.  Prior to a Public Offering, the Shares may
not be Transferred if such Transfer would result in the Company becoming
subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act (or other similar provision of non-U.S. law) or would increase the
risk that the Company would be subject to such reporting requirements as
determined by the Company in its sole and absolute discretion.  Any purported Transfer in violation of Section 4(a) or
this Section 4(b) shall be void ab initio.  Section 5.Options Effective on Termination of Employment Priorto a Public
Offering.  (a)Rights of the Company and the Initial Investors.  If the
Employees employment with the Company terminates for any reason prior to a
Public Offering, the Company may elect to purchase all or a portion of the
Shares by written notice to the Employee delivered on or before the  5


60th
day after the Employees termination of employment (the First Option Period).  The CD&R Investors may elect to purchase
all or any portion of the Shares that the Company has not elected to purchase
by written notice to the Employee delivered at any time on or before the 80th
day after the Employees termination of employment (the Second Option
Period).  (b)Limited Right of the Employee to Require the Company
to Repurchase Shares.  If the Employees employment with the Company
is terminated prior to a Public Offering by the Employee upon
Retirement or by reason of the Disability or death of the Employee or is
terminated by the Company without Cause (including in connection with a sale by
the Company of the division or Subsidiary directly employing the employee), the
Employee may require the Company to purchase all (but not less than all) of an
Employees Shares (excluding any Shares acquired on exercise of an Option) by
written notice delivered to the Company within 30 days following the expiration
of the Second Option Period.  (c)Purchase Price.  The purchase price per Share
pursuant to this Section 5 shall equal the Fair Market Value as of the
later of (i) the effective date of the Employees termination of
employment (determined without regard to any statutory or deemed or express contractual
notice period) and (ii) six months and one day from the date of the
Employees acquisition of the Shares pursuant to this Agreement (such date, the
Determination Date), provided that if the Employees employment
is terminated by the Company for Cause, the purchase price per Share shall
equal the lesser of (i) the
Fair Market Value of such Share as of the Determination Date and (ii) the
price at which the Employee purchased such Share from the Company pursuant to
this Agreement.  (d)Closing of Purchase; Payment of Purchase Price.  Subject to Section 5(f),
the closing of a purchase pursuant to this Section 5 shall take place at
the principal office of the Company no later than the 90th day following the
Determination Date (or, in the case of a purchase pursuant to Section 5(b),
no later than 10 business days following the Companys receipt of written
notice from the Employee pursuant to Section 5(b)).  At the closing, (i) the Company
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 Employee
actually holds any certificates or other instruments representing the Shares so
purchased, the Employee shall deliver to the  6


Company
such certificates or other instruments, appropriately endorsed by the Employee
or directing that the shares be so transferred to the purchaser thereof, as the
Company may reasonably require.  (e)Application of the Purchase Price to Certain Loans
or Other Obligations.  The Company shall be entitled to apply any
amounts otherwise payable pursuant to this Section 5 to discharge any
indebtedness of the Employee to the Company or any of its Subsidiaries or
indebtedness that is guaranteed by the Company or any of its Subsidiaries or to
offset any such amounts against any other obligations of the Employee to the
Company or any of its Subsidiaries.  (f)Certain Restrictions on Repurchases; Delay of
Repurchase.  Notwithstanding any other provision of this
Agreement, the Company shall not be permitted or obligated to make any payment
with respect to a repurchase of any Shares from the Employee if (i) such
repurchase (or the payment of a dividend by a Subsidiary to the Company to fund
such repurchase) would result in a violation of the terms or provisions of, or
result in a default or an event of default under any guaranty, financing
or security agreement or document entered into by the Company or any Subsidiary
from time to time (the Financing Agreements), (ii) such
repurchase would violate any of the terms or provisions of the Certificate of
Incorporation and By-laws of the Company or (iii) the Company has
no funds legally available to make such payment under the General Corporation
Law of the State of Delaware.  If payment
with respect to a repurchase by the Company otherwise permitted or required
under this Section 5 is prevented by the terms of the preceding sentence: (i) the
payment of the applicable Purchase Price shall be postponed and will take place
at the first opportunity thereafter when the Company has funds legally
available to make such payment and when such payment will not result in any
default, event of default or violation under any of the Financing Agreements or
in a violation of any term or provision of the Certificate of Incorporation or
By-laws, (ii) such repurchase obligation shall rank against other
similar repurchase obligations with respect to Common Stock according to
priority in time of the effective date of the termination of employment giving
rise to such repurchase (provided that any repurchase commitment arising
from Disability or death shall have priority over any other repurchase
obligation) and (iii) the Purchase Price, except in the case of a
termination for Cause, shall be increased by an amount equal to interest on
such Purchase Price for the period during which payment is delayed at an annual
rate equal to the weighted average cost of the  7


Companys
senior secured bank indebtedness outstanding during the delay period.  (g)Right to Retain Shares.  If the
options of the Company and the CD&R Investors to purchase the Shares
pursuant to this Section 5 are not exercised with respect to all of
the Shares, the Employee shall be entitled to retain the remaining Shares,
although those Shares shall remain subject to all of the other provisions of
this Agreement.  (h)Notice of Termination; Etc.  Prior to a
Public Offering, the Company shall give prompt written notice to the CD&R
Investors of any termination of the Employees employment with the Company and
of the Company decision whether or not to purchase Shares pursuant to Section 5(a).  (i)Public Offering.  The provisions of this Section 5
shall terminate upon a Public Offering, provided that such termination
shall not affect the Companys repurchase right following a termination for
Cause that was effective (or deemed to be effective) prior to such Public
Offering or any payment obligation postponed pursuant to Section 5(f).  (j)Allocation of Purchase Rights.  The
Employee acknowledges and agrees that the CD&R Investors may allocate and
assign their purchase rights under this Section 5, as among themselves and
the other Investors, in such manner as they, in their sole discretion, may
agree from time to time.  Section 6.Tag-Along Rights.  (a)Sale Notice.  At least 30 days before any of
the Investors (whether acting alone or jointly with one or more of the other
Investors) consummates a sale of more than 50.01% of the Common Stock
collectively owned by the Investors as of the Effective Date to a Third-Party
Buyer, the Company will deliver a written notice (the Sale Notice) to
the Employee.  The Sale Notice will
disclose the material terms and conditions of the proposed sale or transfer,
including the number of shares of Common Stock that the prospective transferee
is willing to purchase, the proposed purchase price per share and the intended
consummation date of such sale.  8


(b)Right to Participate.The Employee
may elect to participate in the sale or other transfer described in the Sale
Notice by giving written notice to the applicable Investors and the Company
within 15 days after the Company has given the related Sale Notice to the
Employee.  If the Employee elects to participate,
the Employee will be entitled to sell in the contemplated transaction, at the
same price and on the same terms and conditions as set forth in the Sale
Notice, an amount of Shares equal to the product of (i) the
quotient determined by dividing (A) the percentage of the Companys
then outstanding Common Stock represented by the Shares then held by the
Employee by (B) the aggregate percentage of the Companys then
outstanding Common Stock represented by the Common Stock then held by the
Investor(s) participating in the sale or other transfer described in the
Sale Notice and all holders of Common Stock electing to participate in such
sale and (ii) the number of Common Stock the prospective transferee
has agreed to purchase in the contemplated transaction.  (c)Certain Matters Relating to the Investors.  The Company
will use its commercially reasonable best efforts to cause the Investors to
conduct any sale that is within the scope of this Section 6 in a manner
consistent with this Section 6.  If
the Company is not able to do so or fails to give the Sale Notice to the
Employee as prescribed in Section 6(a), the Employees sole remedy shall
be against the Company.  (d)Expiration Upon a Public Offering.  The
provisions of this Section 6 shall terminate upon the consummation of a
Public Offering.  Section 7.Drag-Along Rights.  (a)Drag-Along Notice.  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 or otherwise
Transfer, for cash or other consideration, more than 50.01% of the Common Stock
collectively owned by the Investors as of the Effective Date to a Third-Party
Buyer and the applicable Investor(s) elects to exercise its rights under
this Section 7, the Company shall deliver written notice (a Drag-Along
Notice) to the Employee, which notice shall state (i) that the
Investor(s) wishes to exercise its rights under this Section 7 with
respect to such sale, (ii) the name and address of the Third-Party
Buyer, (iii) the per share amount and form of consideration the
applicable Investor(s) proposes to receive for its Common Stock, (iv) the
material terms and conditions of  9


payment
of such consideration and all other material terms and conditions of such sale,
and (v) the anticipated time and place of the closing of the purchase and
sale (a Drag-Along Closing).  (b)Conditions to Drag-Along.  Upon
delivery of a Drag-Along Notice, the Employee shall have the obligation to sell
and transfer to the Third-Party Buyer at the Drag-Along Closing the percentage
of the Employees Shares equal to the percentage of the Common Stock owned by
the Investor(s) that are to be sold to the Third-Party Buyer (the Applicable
Percentage) on the same terms as the applicable Investor(s), but only if
such Investor(s) sells and transfers the Applicable Percentage of the
Investors (Investors) Common Stock to the Third-Party Buyer at the Drag-Along
Closing.  (c)Power of Attorney, Custodian, Etc.  By entering
into this Agreement and purchasing the Shares, the Employee hereby appoints the
applicable Investor(s) and any Affiliates of such Investor(s) so designated
by the Investor(s) the Employees true and lawful attorney-in-fact and
custodian, with full power of substitution (the Custodian), and
authorizes the Custodian to take such actions as the Custodian may deem
necessary or appropriate to effect the sale and transfer of the Applicable
Percentage of the Employees Shares to the Third-Party Buyer, upon receipt of
the purchase price therefor at the Drag-Along Closing, free and clear of all
security interests, liens, claims, encumbrances, charges, options, restrictions
on transfer, proxies and voting and other agreements of whatever nature, and to
take such other action as may be necessary or appropriate in connection with
such sale or transfer, including consenting to any amendments, waivers,
modifications or supplements to the terms of the sale (provided that the
applicable Investor also so consents, and, to the extent applicable, sells and
transfers the Applicable Percentage of its Common Stock on the same terms as so
amended, waived, modified or supplemented) and instructs the Secretary of the
Company (or other person holding any certificates for the Shares) to deliver to
the Custodian certificates representing the Applicable Percentage of the
Employees Shares, together with all necessary duly-executed stock powers.  If so requested by the applicable Investor(s) or
the Company, the Employee will confirm the preceding sentence in writing in
form and substance reasonably satisfactory to such Investor promptly upon
receipt of a Drag-Along Notice (and in any event no later than 10 days after
receipt of the Drag-Along Notice). 
Promptly after the Drag-Along Closing, the Custodian shall give notice
thereof to the Employee and shall remit to the Employee the net  10


proceeds
of such sale (reduced by any amount required to be held in escrow pursuant to
the terms of the purchase and sale agreement and any other expenses).  (d)The Investors are Third-Party Beneficiaries;
Remedies.  The Employee acknowledges and agrees that any
of the Investors that takes action pursuant to this Section 7 is an
intended third-party beneficiary of this Section 7, as if such Investor
were a party to this Agreement directly. 
Following a breach or a threatened breach by the Employee of the
provisions of this Section 7, the applicable Investor may obtain an
injunction granting it specific performance of the Employees obligations under
this Section 7.  Whether or not the
applicable Investor obtains such an injunction, and whether or not the
transaction with respect to which the Drag-Along Notice relates is consummated,
following such a breach or threatened breach by the Employee the Company shall
have the option to purchase any or all of the Employees Shares at a purchase
price per Share equal to the lesser of the price at which the Employee purchased
such Shares from the Company or the per share consideration payable pursuant to
the Drag-Along Offer.  The preceding
sentence shall not limit the Companys or the Investors rights to recover
damages (or the amount thereof) from the Employee.  (e)Expiration on a Public Market.  The
provisions of this Section 7 shall terminate and cease to have further
effect upon the establishment of the Public Market, provided that such
termination shall not affect any right to receive or seek damages or purchase
Shares pursuant to Section 7(d).  Section 8.Rights of First Refusal.  (a)Notice.  At any time prior to a Public Offering, in
addition to the Transfer restrictions set forth in Section 4 and except as
otherwise expressly provided in this Agreement, the Employee may not Transfer
any Shares other than pursuant to a Qualified Offer and if the Employee desires
to accept a Qualified Offer, the Employee shall first give at least 60 days
prior written notice to the Company and the CD&R Investors:  (i)designating the number of Shares proposed to be
Transferred (the Offered Shares);  11


(ii)naming the prospective acquiror of such Shares; and  (iii)specifying the price at (the Offer Price)
and terms upon which (the Offer Terms) the Employee desires to
Transfer such Shares.  (b)Right of the Company. During the 30-day period following the Companys
receipt of the Employees notice pursuant to Section 8(a) (the First
Refusal Period), the Company shall have the right to purchase from the
Employee all or any portion of the Offered Shares, at the Offer Price and on
the Offer Terms, and any such purchase shall be settled at the time and in the
manner specified in Section 8(d) hereof.  The Company shall use its reasonable efforts
to act as promptly as practicable following receipt of the notice from the
Employee to determine whether it shall elect to exercise such right.  (c)Right of the CD&R Investors.  If the
Company determines within the First Refusal Period that it does not wish to exercise
its right to purchase all of the Offered Shares, the CD&R Investors shall
have the right to purchase all or any portion remaining of the Offered Shares
specified in such notice, at the Offer Price and on the Offer Terms, and any
such purchase shall be settled at the time and in the manner specified in Section 8(d) hereof.  The CD&R Investors must determine whether
to exercise such right during the period beginning on the earlier of (x) the
end of the First Refusal Period and (y) the date of receipt by the
CD&R Investors of written notice that the Company has elected not to
exercise its rights under Section 8(b) and ending 60 days after the CD&R
Investors receipt of the Employees notice pursuant to Section 8(a) (the
Second Refusal Period).  (d)Manner of Exercise.  The rights provided hereunder
shall be exercised by written notice to the Employee given at any time during
the applicable period.  If such right is
exercised, the Employee may not sell pursuant to the Qualified Offer any of the
Shares that the Company or the CD&R Investors have elected to 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 for the Offer Price,
against delivery of certificates or other instruments representing the Shares
so purchased, appropriately endorsed by the Employee, and free and clear of all
security interests, liens, claims, encumbrances, charges, etc.  Notwithstanding the foregoing, neither the
Company nor the CD&R Investors, as the case may  12


be, shall deliver any cash, check
or other readily-available funds for the Offer Price to the Employee prior to
the date which is six months and one day from the date of the Employees
acquisition of the Shares pursuant to this Agreement.  (e)Additional Requirements for Sale.  Subject to Section 4,
if neither the Company nor the CD&R Investors shall have exercised its
rights under this Section 8, then the Employee may Transfer the Offered
Shares to (but only to) the intended purchaser named in his notice to the
Company and the CD&R Investors at the Offer Price and on the Offer Terms; provided
that:  (i)such Transfer must be consummated within 30 days
following the expiration of the Second Refusal Period; and  (ii)the intended purchaser must first agree in writing
in form and substance satisfactory to the Company to make and be bound by the
representations and warranties set forth in Section 3(b), Section 3(e) and
Section 3(f) and to agree to and be bound by the covenants and other
restrictions set forth in this 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 reasonably request (it being understood that the Employee and any
intended purchaser therefrom shall not have any of the benefits provided for in
Section 5).  Any purported Transfer in violation of this Section 8
shall be void ab initio.  (f)Allocation by CD&R Investors.  The
Employee acknowledges and agrees that the CD&R Investors may allocate and
assign their rights to purchase any or all of the Offered Shares within the
Second Refusal Period, as among themselves and the other Investors, in such
manner as they, in their sole discretion, may agree from time to time.  Section 9.Holdback Agreements.  If the
Company files a registration statement under the Securities Act with respect to
an underwritten public offering of any shares of its capital stock, the
Employee shall not effect any public sale (including a sale under Rule 144
under the Securities Act or other similar  13


provision
of applicable law) or distribution of any Common Stock, other than as part of
such underwritten public offering, during the 20 days prior to and the 180 days
after the effective date of such registration statement (or such other period
as may be generally applicable to or agreed by the Companys senior-most
executives).  If the Company files a
prospectus in connection with a takedown from a shelf registration statement,
the Employee shall not effect any public sale (including a sale under Rule 144
under the Securities Act or other similar provision of applicable law) or
distribution of any Common Stock, other than as part of such offering, for 20
days prior to and 90 days after the date the prospectus supplement is filed
with the Securities and Exchange Commission (or such other period as may be
generally applicable to or agreed by the Companys senior-most executives).  Section 10.Certain Definitions.  (a)Capitalized terms not otherwise defined in this
Agreement have the meanings given to them in the ServiceMaster Global Holdings, Inc.
Stock Incentive Plan.  (b)As used in this Agreement, the following terms shall
have the meanings set forth below:  Agreement means this Employee Stock Subscription Agreement, as
amended from time to time in accordance with the terms hereof.  Applicable Percentage has the meaning given in 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 in Section 5(c).  Drag-Along Closing has the meaning given in Section 7(a).  14


Drag-Along Notice has the meaning given in Section 7(a).  Employee means the purchaser of the Shares whose name is set
forth on the signature page of this Agreement; provided that
following such persons death, the Employee shall be deemed to include such
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 the United States Securities
Exchange Act of 1934, 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 any such successor statute, and the rules and
regulations thereunder.  Financing Agreements has the meaning given in Section 5(f).  First Option Period has the meaning given in Section 5(a).  First Refusal Period has the meaning given in  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).  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 been established 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 statement under the  15


Securities Act, pursuant to Rule 144 or
pursuant to a public offering outside the United States.  Purchase Price means the purchase price per Share determined in
accordance with Section 5(c).  Qualified Offer means an offer to purchase Shares from a single
purchaser and which must be in writing and for cash or other
immediately-available funds, be irrevocable by its terms for at least 60 days
and be a bona fide offer as determined in good faith by the Board or the
Compensation Committee thereof.  Retirement means the Employees retirement from active service on
or after the Employee reaches normal retirement age.  Rule 144 means Rule 144 under the Securities Act (or
any successor provision thereto).  Sale Notice has the meaning given in Section 6(a).  Second Option Period has the meaning given in Section 5(a).  Second Refusal Period has the meaning given in Section 8(c).  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 any such successor statute, and the rules and regulations
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 Common Stock delivered as
dividends in respect of the Shares.  16


Stock Incentive Plan means the ServiceMaster Global Holdings, Inc.
Stock Incentive Plan adopted by the Board, as amended from time to time.  Third-Party Buyer means any Person other than (i) the
Company or any of its Subsidiaries, (ii) any employee benefit plan
of the Company or any of its Subsidiaries, (iii) the Investors 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)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 a 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.  (b)Unforeseen Personal Hardship.  If the
Employee, prior to a Public Offering and still in the employment of the
Company, experiences financial hardship arising from (i) extraordinary
medical expenses or other expenses directly related to illness or disability of
the Employee, a member of the Employees immediate family or one of the
Employees parents or (ii) payments necessary or required to
prevent the eviction of the Employee from the Employees principal residence or
foreclosure on the mortgage on that residence, the Board will carefully
consider any request by the Employee that the Company repurchase the Employees
Shares at the Purchase Price, but the Company shall have no obligation to do
so.  (c)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, any  17


of the Investors or the Employee,
as the case may be, at the following addresses or to such other address as the
Company, the Investors or the Employee, as the case may be, shall specify by
notice to the others:  (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 (iv) 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;  (iii)if to any
Investor, to the Persons listed in clause (iv) below;  (iv)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  18


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.  (d)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.  Except as otherwise provided herein with
respect to the Investors, 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.  (e)Waiver; Amendment.  (i)Waiver.  Any party hereto 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; provided
that any waiver of the provisions of Section 4 through and including Section 9
or this Section 11(e) must be consented to in writing by the CD&R
Investors.  Except as provided in the preceding
sentence, no action taken pursuant to this Agreement, including, but not
limited to, any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any
representations, warranties, covenants or agreements contained herein.  The waiver by any party hereto 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 to exercise any
right or privilege hereunder shall be deemed a waiver of such partys rights or
privileges hereunder or shall be deemed a waiver of such partys rights to
exercise the same at any subsequent time or times hereunder.  19


(ii)Amendment.  This Agreement may be amended,
modified or supplemented only by a written instrument executed by the Employee
and the Company; provided that the provisions of Section 4 through Section 9
and this Section 11 may be amended by the Company with the vote of a
majority (by number of shares of Common Stock) of the Employees who hold Common
Stock purchased pursuant to a stock subscription agreement having comparable
provisions; provided, further, that any amendment adversely
affecting the rights of the CD&R Investors hereunder must be consented to
by the CD&R Investors.  (f)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 parties, provided that the CD&R Investors may
assign from time to time all or any portion of their respective rights under
this Agreement, to one or more persons or other entities designated by each of
them.  (g)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.  (h)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 11(h).  (i)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.  20


(j)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.  21


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:[Employee]By:as Attorney-in-FactName:Address of the Employee:[Address]   Total
  Number of Sharesof
  Common Stockto
  be Purchased:
  
  [              ]Per
  Share Price:
  
  $10.00Total
  PurchasePrice:
  
  $[                  ]  22