Exhibit 10.34


 


March 24,
2010


 


Mr. Steve Donly


c/o The ServiceMaster
Company


860 Ridge Lake Blvd.


Memphis, TN  38120


 


Re:  Amended and
Restated Offer of Employment


 


Dear Steve:


 


This letter amends and
restates the Offer of Employment dated February 27, 2009 from The
ServiceMaster Company (“ServiceMaster”) and accepted by you on March 3,
2009, together with the attachments thereto (the “Original Offer Letter”).  Except as otherwise specifically set forth in
this letter, upon execution of this letter, all rights and obligations of all
parties to the Original Offer Letter shall be deemed terminated, and the
Original Offer Letter shall be of no further force or effect.


 


We are pleased to offer you,
effective as of March 23, 2009, the position of President and Chief
Operating Officer, TruGreen.  In this
role, you will report to the Chief Executive Officer of ServiceMaster.


 


Your base compensation in
this position for 2009 will be at a semi-monthly rate of $17,708.33, which
computes to an annual rate of $425,000.  Your
base compensation for 2010 will be at a semi-monthly rate of $18,208.33, which
computes to an annual rate of $437,000. 
You will be eligible to receive a bonus payment with a target of 65
percent (65%) of your salary under the applicable annual bonus plan, with such
percentage guaranteed for 2009 on a prorated basis.


 


In connection with the
Original Offer Letter, you were provided with the opportunity to participate in
the Stock Incentive Plan (“MSIP”) of ServiceMaster Global Holdings, Inc. (“Holdings”).  Under the MSIP, you purchased 100,000 shares
of common stock (“Common Stock”), of Holdings (the “Shares”) and were granted
options (the “Options”) to purchase another 400,000 shares of Common
Stock.  The terms and conditions of your
purchase of Shares and grant of Options, as set forth in the subscription
agreement and option agreements relating thereto, remain in full force and
effect and are not affected by the termination of the Original Offer Letter.


 


You will be eligible for our
standard benefits package and four (4) weeks of vacation.


 


If your employment is
terminated by ServiceMaster without cause prior to March 23, 2013, you
will receive the higher of (i) twelve (12) months of severance based on
your then-applicable base salary, and (ii) severance in accordance with
the ServiceMaster policy or practice in existence at the time of termination
and applicable to executives at your level within the organization.  If your employment is terminated by
ServiceMaster on or after March 23, 2013, you will be eligible for
severance in accordance with the ServiceMaster policy or practice in existence
at the time of termination and applicable to executives at your level within
the organization.


 


In connection with your
acceptance of employment, you signed a non-compete agreement, the terms of
which remain in full force and effect. 
Please note that this letter shall not constitute an employment
contract, and nothing herein changes the terms of your status as an at-will
employee.


 

















 


If you accept this offer,
please sign the acceptance below and return it to me.


 


Sincerely,


 


 


	
  /s/ Jed Norden

  	
   

  
	
  Jed Norden

  	
   

  
	
  Senior Vice President, Human
  Resources

  	
   

  
	
  The ServiceMaster Company

  	
   

  



 


I accept this offer of
employment under the terms and conditions set forth above.


 


 


	
  /s/ Steve Donly

  	
   

  	
  Date: March 24, 2010

  
	
  Steve Donly