Exhibit 10
Employee Stock Subscription Agreement
(Options)
This Employee Stock Subscription Agreement, dated as of
,
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, BY REASON OF
THE EMPLOYEE HAVING VALIDLY EXERCISED OPTIONS HELD BY THE EMPLOYEE, 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 A CURRENT OR FORMER 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 CLOSING OF THE PURCHASE AND SALE OF THE SHARES
(THE "CLOSING") SHALL OCCUR ON THE EXERCISE DATE APPLICABLE TO THE OPTIONS BEING
EXERCISED, AT A TIME AND PLACE TO BE DETERMINED BY THE COMPANY.
(B)
DELIVERY BY THE EMPLOYEE.
AT OR PRIOR TO THE CLOSING, THE EMPLOYEE
SHALL HAVE DELIVERED TO THE COMPANY THE EXERCISE PRICE FOR THE SHARES PLUS ANY
REQUIRED WITHHOLDING TAXES OR OTHER SIMILAR TAXES, CHARGES OR FEES.
(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
[·], 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 ISSUANCE 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