Exhibit 10.3


 


Employee Restricted Stock Unit Agreement


 


This Employee Restricted Stock Unit Agreement, dated
as of [•], 20     (the “Grant Date”), 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 Restricted Stock Units


 


(a)               Confirmation of Grant.  Subject to the terms of this Agreement, the
Company hereby evidences and confirms, effective as of the date hereof, its
grant to the Employee of Restricted Stock Units representing the right to
receive the number of shares of Common Stock specified on the signature page hereof.  This Agreement is entered into pursuant to,
and the terms of the Restricted Stock Units are subject to, the terms of the
Plan.  If there is any conflict between
this Agreement and the terms of the Plan, the terms of the Plan shall govern.


 


(b)               Employee Unit Account.  The Company will establish a separate
notional account for the Employee and will record in such account the number of
Restricted Stock Units awarded to the Employee pursuant to this Agreement.


 


Section 2.              Vesting and Forfeiture


 


(a)               Based on Continued Employment.  The Employee’s Restricted Stock Units shall
vest in three equal installments on the first, second and third anniversaries
of the Grant Date subject to the Employee’s continued employment with the
Company or any Subsidiary through the applicable vesting date.


 


(b)               Effect of a Change in Control.  In the event of a Change in Control occurring
prior to the third anniversary of the Grant Date, subject to the Employee’s
continued employment with the Company or any Subsidiary from the Grant Date to
the date of the Change in Control, any Restricted Stock Units which are
unvested shall automatically become vested.


 


(c)               Discretionary Acceleration.  The Board, in its sole discretion, may
accelerate the vesting of all or a portion of the Restricted Stock Units at any
time and from time to time.


 


(d)               Effect of Termination of
Employment.  Upon termination of the
Employee’s employment with the Company and its Subsidiaries for any reason
(whether initiated by the Company or by the Employee), any unvested Restricted
Stock Units shall be forfeited, provided that if the Employee’s
employment is terminated in a Special Termination (i.e., by reason of the
Employee’s death or 


 

















 


Disability), the Employee’s Restricted Stock
Units shall vest as to the number of Restricted Stock Units that would have
vested on the next anniversary of the Grant Date (assuming the Participant’s
employment had continued through such anniversary) multiplied by a fraction,
the numerator of which is the number of days elapsed since (x) the
Grant Date, if the Special Termination occurs on or prior to the first
anniversary of the Grant Date, or (y) the most recent prior
anniversary of the Grant Date, if the Special Termination occurs after the
first anniversary of the Grant Date, and the denominator of which is 365.


 


Section 3.              Dividend Equivalents


 


If
the Company pays any cash dividend or similar cash distribution on the Common
Stock, the Company shall credit to the Employee’s account an amount equal to
the product of (x) the number of the Employee’s Restricted Stock
Units as of the record date for such distribution times (y) the per
share amount of such dividend or similar cash distribution on Common
Stock.  Any cash amounts credited to the
Employee’s account shall be paid to the Employee on the Settlement Date (as
defined below).  If the Company makes any
dividend or other distribution on the Common Stock in the form of Common Stock
or other securities, the Company will credit the Employee’s account with that
number of additional shares of Common Stock or other securities that would have
been distributed with respect to that number of shares of Common Stock
underlying the Employee’s Restricted Stock Units as of the record date
thereof.  Any such additional shares of
Common Stock or other securities shall be subject to the same restrictions as
apply to the Restricted Stock Units.


 


Section 4.              Settlement


 


Subject
to Section 8(a), promptly following the date on which a Restricted Stock
Unit becomes vested, and in any event no later than March 15th of the calendar year following the
calendar year in which such vesting occurs (the “Settlement Date”), the
Employee shall receive, without payment, one Settlement Share in respect of
each such Restricted Stock Unit.  On or
before any Settlement Date, unless otherwise determined by the Board, the
Company and the Employee shall enter into a Subscription Agreement that
contains repurchase rights, a voting proxy and transfer and other restrictions
on the Settlement Shares in the form then customarily used by the Company for
such purpose; provided that, if the Employee has previously entered into
a Subscription Agreement containing such restrictions, then the Settlement
Shares shall be treated as “Shares” for purposes of that Subscription Agreement
and shall be subject to such restrictions.


 


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Section 5.              Employee’s Representations and
Warranties


 


(a)               Access to Information, Etc.  The Employee represents and warrants as
follows:


 


(i)        the Employee understands the terms and
conditions that apply to the Restricted Stock Units and the risks associated
with an investment in the Restricted Stock Units;


 


(ii)       the Employee has a good understanding of
the English language; and


 


(iii)      the Employee is an officer or employee of
the Company or one of its Subsidiaries.


 


(b)               No Right to Awards.  The Employee acknowledges and agrees that the
grant of any Restricted Stock Units (i) is being made on an
exceptional basis and is not intended to be renewed or repeated, (ii) is
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 Restricted Stock Units in the future.


 


(c)               Investment Intention.  The Employee represents and warrants that the
Employee has been awarded the Restricted Stock Units and any Settlement Shares
delivered in respect thereof 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 Restricted Stock Units.


 


Section 6.              Restriction on Transfer;
Non-Transferability of Restricted Stock Units


 


The
Restricted Stock Units 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).  Any purported Transfer in
violation of this Section 6 shall be void ab  initio.


 


Section 7.              Certain Definitions  As used in this Agreement, capitalized terms
that are not defined herein have the respective meanings given to them in the
Plan, and the following additional terms shall have the following meanings:


 


“Agreement” means this Employee
Restricted Stock Unit Agreement, as amended from time to time in accordance
with the terms hereof.


 


“Company” means ServiceMaster Global
Holdings, Inc., provided that for purposes of determining the
status of Employee’s employment with the “Company,” such term shall include the
Company and its Subsidiaries.


 


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“Employee” means the grantee of the
Restricted Stock Units, whose name is set forth on the signature page of
this Agreement; provided that where appropriate to effectuate the intent
of this Agreement, following an Employee’s death “Employee” shall be deemed to
include such person’s beneficiary or estate and follow such Person’s
Disability, “Employee” shall be deemed to include such person’s legal
representative.


 


“Grant Date” has the meaning given in
the Preamble.


 


“Plan” means the ServiceMaster Global
Holdings, Inc. Stock Incentive Plan, as previously adopted by the Company
and as amended from time to time in accordance with its terms.


 


“Restricted Stock Unit” means the
contractual entitlement to Common Stock evidenced by (and subject to the terms
and conditions of) this Agreement.


 


“Securities Act” means the United
States Securities Act of 1933, as amended, or any successor statue, 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.


 


“Settlement Date” has the meaning
given in Section 4.


 


“Settlement Share” means a share of
Common Stock delivered in respect of a Restricted Stock Unit pursuant to Section 4.


 


“Transfer” has the meaning given in
the Subscription Agreement to which the Employee is a party.


 


Section 8.              Miscellaneous


 


(a)               Withholding.  The Company or one of its Subsidiaries shall
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 obligations that may arise in connection with the vesting of the
Restricted Stock Units and the related issuance of the Settlement Shares.  Notwithstanding the preceding sentence, if
the Employee elects not to remit cash in respect of such obligations, the
Company shall retain a number of Settlement Shares subject to the Restricted
Stock Units then vesting that have an aggregate Fair Market Value as of the
Settlement Date equal to the amount of such taxes required to be withheld (and
the Employee shall thereupon be deemed to have satisfied his or her obligations
under this Section 8(a)); provided that the number of Settlement
Shares retained shall not be in excess of the minimum amount required to
satisfy the statutory withholding tax obligations (it being understood that the
value of any fractional share of Common Stock shall be paid in cash).  The number of Settlement Shares to be issued
shall thereupon be reduced by the number of Settlement Shares so retained.  The method of withholding set forth in the
immediately preceding sentence shall


 


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not
be available if withholding in this manner would violate any financing
instrument of the Company or any of its Subsidiaries or to the extent that,
following a Public Offering, a facility is in place by which the Employee may
sell Settlement Shares in the public market to satisfy such obligations.


 


(b)               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 2(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
Agreement to the contrary, the payments, deemed payments or other benefits the
Employee would otherwise receive under Section 2(b) shall be reduced
to the extent necessary to eliminate any such excess parachute payment and the
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 under this Agreement (together with any reductions under any
other plan, program, policy or arrangement) 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 8(b)); 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 8(b) 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.


 


(c)               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 such personal data to the Company if and to the extent appropriate in
connection with this Agreement or the administration of the Plan.


 


(d)               No Rights as Stockholder; No
Voting Rights.  The Employee shall
have no rights as a stockholder of the Company with respect to any Restricted
Stock Units or Settlement Shares covered by the Restricted Stock Units until
the delivery of the Settlement Shares.


 


(e)               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 


 


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the
Company or any Subsidiary, or to interfere with or limit in any way the right
of the Company or any Subsidiary to terminate such employment at any time.


 


(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


 


(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.


 


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. 
Copies of any notice or other communication given under this Agreement
shall also be given to:


 


Clayton, Dubilier & Rice, LLC

375 Park Avenue, 18th Floor

New York, New York  10152

Fax:  (212) 407-5252

Attention:  David Wasserman


 


and


 


Debevoise & Plimpton LLP

919 Third Avenue 

New York, New York 10022 

Fax:  (212) 909-6836

Attention:  John M. Allen


 


(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


 


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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 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.


 


(j)                Applicable Law.  This Agreement shall be governed in all
respects, including, but not limited to, as to validity, interpretation and
effect, by the internal laws of the State of Delaware, without reference to
principles of conflict of law that would require application of the law of
another jurisdiction.


 


(k)               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.


 


(l)                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.


 


[signature page follows]


 


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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:

  
	
   

  	
   

  
	
   

  	
  [·]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares of Common Stock as to which
  Restricted Stock Units have been Granted Pursuant Hereto:  [·]

  	
   

  
				



 


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