Exhibit 10.1


 


PERSONAL &
CONFIDENTIAL


 


September 1,
2010


 


Mr. J.
Patrick Spainhour


6175
Chapelle Circle East


Memphis,
TN  38120


 


Pat,


 


This
letter will follow-up on our recent discussions and will confirm the terms of
your retirement from ServiceMaster.  We
respect and are grateful for your dedicated service to ServiceMaster.  I am pleased to acknowledge the arrangements
below in recognition of that service.


 


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


 


Your
departure from the company will be treated as a termination of employment
without cause (and not a retirement) for purposes of your employment agreement,
company equity agreements and employee benefit plans, making you eligible to
receive the full array of severance benefits summarized on the attached
schedule.  You will become eligible for
these termination arrangements commencing with your actual date of departure
from the company.


 


In
addition, assuming your continued full-time engagement and effective leadership
of the company, as determined by the Chairman of the Board, we will provide you
with the following additional benefits:


 


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


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


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


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


 

















 


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


 


	
   

  	
  /s/
  Edward M. Liddy

  
	
   

  	
   

  
	
   

  	
  Edward
  M. Liddy

  
	
   

  	
  Chairman
  of the Board

  
	
   

  	
  ServiceMaster
  Global Holdings, Inc.

  



 


	
  Accepted
  by:

  	
  /s/ J. Patrick Spainhour

  	
   

  	
   

  
	
   

  	
  J. Patrick Spainhour

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  9/8/10

  	
   

  	
   

  



 

















 


Severance Payment Chart


 


	
   

  	
   

  	
  Benefit

  	
   

  	
  Description

  	
   

  	
  Timing

  
	
  1.

  	
   

  	
  Severance
  (Salary)

  	
   

  	
  Two
  times highest annual base salary (i.e., 2x$985,000= $1,970,000)

  	
   

  	
  Payable
  over two-year period in semi-monthly installments beginning on first payroll
  day following departure; subject to execution of a release of claims

  
	
  2.

  	
   

  	
  Severance
  (Bonus)

  	
   

  	
  Two
  times highest annual target bonus (i.e., 2x$985,000= $1,970,000)

  	
   

  	
  In
  two installments, when bonuses are paid to other executives (i.e. over a two
  year period)

  
	
  3.

  	
   

  	
  Severance
  (welfare benefits)

  	
   

  	
  Continued
  medical, prescription and life insurance for executive and dependents for two
  years following termination with expenses shared in the same proportion as
  prior to termination

  	
   

  	
  Executive’s
  employment agreement provides for two years after departure, but to be
  extended until executive’s 65th birthday by the attached letter agreement

  
	
  4.

  	
   

  	
  2010
  Bonus

  	
   

  	
  Pro
  rated based on departure date; calculated based on actual 2010 performance

  	
   

  	
  Payable
  when 2010 bonuses are paid to other executives

  
	
  5.

  	
   

  	
  Other

  	
   

  	
  Payment
  of earned but unpaid base salary, other accrued benefit entitlements, expense
  reimbursement, etc.

  	
   

  	
  Promptly
  after the departure date