Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) is made as of June 14, 2013, by and between Robert J. Gillette (“ Executive ”) and ServiceMaster Global Holdings, Inc., a Delaware corporation (“ ServiceMaster ” or the “ Company ”).

WHEREAS, ServiceMaster desires to employ Executive as the Chief Executive Officer (“ CEO ”) and President of ServiceMaster and as a member of ServiceMaster’s Board of Directors (the “ Board ”), and Executive desires to be employed by ServiceMaster in such capacities, in each case pursuant to the terms and conditions of this Agreement.

WHEREAS, ServiceMaster and Executive intend hereby to set forth the terms and conditions upon which Executive shall be employed in such capacities.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows:

1.                                       Defined Terms .  Any capitalized terms which are not defined within this Agreement are defined in Exhibit A hereto attached.

2.                                       Term .  ServiceMaster shall employ Executive, and Executive agrees to be employed by ServiceMaster, in each case, subject to the terms and conditions of this Agreement, for the period commencing on June 17, 2013 (the “ Effective Date ”) and continuing through and including the earliest of the effective date of Executive’s termination of employment (“ Date of Termination ”), the date of Executive’s death, and the third anniversary of the Effective Date (the “ Term ”); provided that the Term shall automatically be extended by one year effective upon the third anniversary of the Effective Date and each anniversary thereafter until such date as either the Company or Executive shall have terminated such automatic extension provision by giving written notice to the other at least sixty (60) days prior to the end of the initial Term or any extension thereof.

3.                                       Duties; Location of Performance .  Commencing on the Effective Date, continuing during the Term, and subject to the powers, authorities and responsibilities vested in the Board and committees of the Board, Executive shall ( a ) have the authorities and responsibilities consistent with his position as the CEO and President of ServiceMaster; ( b )  report directly to the Board; ( c ) serve as a member of the Board; and ( d ) serve as CEO of The ServiceMaster Company, and, at a level commensurate with such position, as an officer or director of such other of the Company’s subsidiaries as may be requested by the Board from time to time.  All employees of ServiceMaster and its subsidiaries shall report to Executive or his designee.  Subject to any required business

travel on behalf of the Company, Executive’s principal place of business will be at Service Master’s corporate offices in the greater Memphis, Tennessee metropolitan area.

4.                                       Obligations of ServiceMaster During the Term .  ServiceMaster shall provide the following to Executive during the Term:

(a)                      Salary .  ServiceMaster shall pay Executive a base salary (“ Base Salary ”) at an annual rate of at least $1,100,000, payable in accordance with the payroll practices of The ServiceMaster Company, a Delaware corporation and the primary operating subsidiary of ServiceMaster.  If Executive’s Base Salary is increased during the Term, it may not thereafter be decreased without the written consent of Executive.

(b)                      Signing Bonus .  Not later than the first payroll date following the Effective Date, Executive shall be paid a cash bonus of $1,000,000 (the “ Signing Bonus ”).  The Signing Bonus shall be subject to repayment as follows:  ( i ) if Executive voluntarily terminates his employment without Good Reason prior to the six-month anniversary of the Effective Date (the “ Initial Period ”), Executive shall repay the Signing Bonus to the Company within five business days following the Date of Termination; and ( ii ) if Executive voluntarily terminates his employment without Good Reason following the Initial Period but prior to the first anniversary of the Effective Date, Executive shall repay one-half of the Signing Bonus to the Company within five business days following the Date of Termination.  To the extent permitted by applicable law, the Company may offset any amounts owed pursuant to this Section 4(b) against any amounts payable to Executive by the Company or any of its affiliates at the time that any such repayment is due and owing (other than an amount that is nonqualified deferred compensation within the meaning of Section 409A of the Code).  The Signing Bonus shall not be considered an “annual bonus” for purposes of Section 6 of this Agreement.

(c)                       Annual Bonus .

(1)          Generally .  Executive shall be eligible to participate in The ServiceMaster Company’s Annual Bonus Plan (or any successor plan) in respect of each fiscal year of The ServiceMaster Company on at least the same terms and conditions as other executive officers of ServiceMaster and The ServiceMaster Company; provided that Executive’s annual bonus opportunity payable at achievement of “target” levels shall not less than 100 percent of Base Salary, it being understood that the actual amount payable and the performance metrics, weighting, and thresholds applicable to Executive shall be determined in accordance with The ServiceMaster Company’s Annual Bonus Plan as adopted and administered by the Compensation Committee of the Board (the “ Compensation Committee ”).  Any amount payable pursuant to this Section 4(c)(1) shall be paid when paid to other executive officers of ServiceMaster and

2

The ServiceMaster Company, but in no event later than March 15 of the year following the year in respect of which it was earned.

(2)          2013 Performance Year .  Notwithstanding Section 4(c)(1), in no event shall Executive’s annual bonus for the 2013 performance year be less than $1,100,000 multiplied by a fraction, the numerator of which is the number of days from the Effective Date through December 31, 2013 and the denominator of which is 365.

(d)                      Benefits .  Executive shall be entitled to those employee benefits and perquisites which The ServiceMaster Company from time to time generally makes available to its executive officers (“ Benefits ”) subject to the terms and conditions of such benefit plans or programs.  The Benefits shall include, without limitation, medical insurance, dental insurance, life insurance, vision insurance, flexible spending or similar account, four weeks of paid annual vacation, participation in the ServiceMaster Profit Sharing and Retirement Plan (“ PSRP ”), participation in the Company’s deferred compensation plan and such other benefits, as the Board or Compensation Committee may determine from time to time.

(e)                       Automobile Allowance .  Executive shall be entitled to an automobile allowance of $15,000 per year, payable in accordance with Company policy.

(f)                        Corporate Aircraft .  The Company will bear the full cost for up to 50 hours of the Executive’s personal use of the ServiceMaster aircraft per calendar year, including the cost of landing fees, but excluding any taxes imputed to the Executive.  Business use of the ServiceMaster aircraft will take precedence over the Executive’s personal use.

(g)                       Reimbursement of Other Expenses; Relocation .  Executive shall be reimbursed for all proper and reasonable expenses incurred by Executive in the performance of his duties hereunder in accordance with the policies of ServiceMaster and The ServiceMaster Company.  Executive shall also qualify for The ServiceMaster Company’s relocation program and shall be provided with reimbursement of his relocation expenses, including a tax gross-up for reimbursed relocation expenses, in accordance with the terms and conditions of that program.

5.                                       Equity-Based Compensation .  Executive shall be granted the following equity-based compensation:

(a)                      Share Purchase .

(1)          Initial Investment .  Within sixty (60) days following the Effective Date, the Company shall sell, and Executive shall purchase, an aggregate amount

3

of $1,500,000 of shares of the common stock of the Company, par value $.01 per share (the “ Common Stock ”) at the then-current fair market value as determined by the Compensation Committee (the “ Fair Market Value ”; such initial Fair Market Value, the “ Initial Per Share Price ”; and the shares so purchased, the “ Initial Shares ”) pursuant to the ServiceMaster Global Holdings, Inc. Stock Incentive Plan (the “ Stock Incentive Plan ”).

(2)          Subsequent Purchases .  Executive may, in his discretion, elect to purchase additional shares of Common Stock from the Company at their then-current Fair Market Value (as most recently determined by the Compensation Committee) up to an aggregate purchase price of $1,500,000 (collectively, the “ Additional Shares ”).  If Executive elects to purchase some or all of the Additional Shares, the Company shall sell the Additional Shares to Executive.  The date or dates on which the purchase of the Additional Shares will occur will be as requested by Executive and approved by the Compensation Committee consistent with the Company’s customary quarterly procedures for determining Fair Market Value, except that the closing of any such purchases must occur prior to December 31, 2014.

(3)          Terms and Conditions .  The terms and conditions of Executive’s purchase of any shares of Common Stock pursuant to this Agreement shall be evidenced by a separate Employee Stock Subscription Agreement, substantially in the form attached hereto as Exhibit B, to be entered into between the Company and Executive (the “ Employee Stock Subscription Agreement ”), as supplemented by the terms and conditions of this Agreement.

(b)                      Restricted Stock Units .

(1)          Initial Investment .  Effective as of the closing of the purchase of the Initial Shares pursuant to Section 5(a)(1), the Company shall grant Executive 300,000 restricted stock units under the Stock Incentive Plan (the “ RSUs ”).  The RSUs shall vest, subject to Executive’s continued employment with the Company, in three annual installments at a rate of one-third per year on each of the first three anniversaries of the Effective Date and as otherwise provided in the RSU Agreement (as defined below).

(2)          Terms and Conditions . The terms and conditions of the RSUs (including, but not limited to, the vesting conditions) shall be set forth in a separate Employee Restricted Stock Unit Agreement substantially in the form attached hereto as Exhibit C, to be entered into between the Company and Executive (the “ RSU Agreement ”) and will be subject to the terms and provisions of the Stock Incentive Plan and Employee Stock Subscription Agreement.

4

(c)                       Matching Stock Options .

(1)          Initial Investment . Effective as of (and conditioned on) the closing of the purchase of the Initial Shares pursuant to Section 5(a)(1), the Company shall grant Executive non-qualified stock options under the Stock Incentive Plan to purchase the number of shares of Common Stock equal to five and one-half times the number of Initial Shares so purchased (the “ Initial Matching Options ”).  The Initial Matching Options will vest, subject to Executive’s continued employment with the Company, in four annual installments at a rate of one-fourth per year on each of the first four anniversaries of the Effective Date and as otherwise provided in the Employee Stock Option Agreement (as defined below).  The exercise price per share of Common Stock covered by the Initial Matching Options shall be equal to the Initial Per Share Price.

(2)          Subsequent Purchases .  Effective as of the closings of the purchase of any Additional Shares pursuant to Section 5(a)(2), the Company shall grant to Executive non-qualified stock options under the Stock Incentive Plan to purchase the number of shares of Common Stock equal to five and one-half times the number of Additional Shares so purchased (the “ Additional Matching Options ,” and along with the Initial Matching Options, the “ Matching Options ”).  The Additional Matching Options shall vest, subject to Executive’s continued employment with the Company, in four annual installments at a rate of one-fourth per year on each of the first four anniversaries of the purchase date of the related Additional Shares and as otherwise provided in the Employee Stock Option Agreement (as defined below).  The exercise price per share of Common Stock covered by the Additional Matching Options shall be equal to the purchase price per share of each such Additional Share.

(d)                      Employee Stock Option Agreement; Plans .  The terms and conditions of the Matching Options will be evidenced by a separate Employee Stock Option Agreement, substantially in the form attached hereto as Exhibit D, to be entered into between Executive and the Company at the time that such Options are granted (the “ Employee Stock Option Agreement ” and, together with the Employee Stock Subscription Agreement and RSU Agreement, the “ Management Equity Agreements ”) and will be subject to the terms and provisions of the Stock Incentive Plan and Employee Stock Subscription Agreement.

6.                                       Severance Benefits .

(a)                                  In the event that Executive’s employment hereunder is terminated during the period beginning on and including the Effective Date and ending on or prior to the expiration of the Term by ServiceMaster without Cause or by Executive for Good Reason, then ServiceMaster, subject to Section 6(i), shall pay to Executive, as compensation for services rendered to ServiceMaster and its affiliated companies:

5

(1)          Executive’s Base Salary earned through the Date of Termination, to the extent not previously paid (but after giving effect to any amounts that would be deferred pursuant to the ServiceMaster deferred compensation plan); plus

(2)          (i) Executive’s annual bonus earned with respect to the fiscal year immediately prior to the fiscal year in which the Date of Termination occurs, to the extent not previously paid (but after giving effect to any amounts that would be deferred pursuant to the ServiceMaster deferred compensation plan), plus (ii) the bonus that Executive would have been paid in respect of the fiscal year in which the Date of Termination occurs had his employment not terminated,  pro rated for the portion of the fiscal year during which Executive was employed elapsed through the Date of Termination (the “ Pro Rata Bonus ”); plus

(3)          continued payment of his monthly Base Salary, at the rate in effect immediately prior to the Date of Termination, for 24 months following the Date of Termination; plus

(4)          two times Executive’s average annual bonus paid or payable to Executive with respect to the two fiscal years immediately preceding the Date of Termination (provided that (i) if fewer than two annual bonus cycles have elapsed prior to the Date of Termination, then, as to any bonus cycle that has not elapsed, such average shall be calculated by using the target annual bonus for such year or years, and (ii) if the averaging period includes the 2013 fiscal year, and the bonus paid or payable to the Executive for such year has been pro rated due to Executive’s service for less than the full fiscal year, such proration shall be disregarded for purposes of this Section 6(a)(4)); plus

(5)          reimbursement of Executive’s expenses pursuant to Section 4(g).

(b)                                  In the event that Executive’s employment hereunder is terminated during the period beginning on and including the Effective Date and ending on or prior to the expiration of the Term by ServiceMaster for Cause or by Executive for any reason other than Good Reason, including by reason of retirement, death or disability, then ServiceMaster shall pay to Executive (or Executive’s executors, legal representatives or administrators in the event of Executive’s death), as compensation for services rendered to ServiceMaster and its affiliated companies:

(1)          Executive’s Base Salary earned through the Date of Termination or date of death, to the extent not previously paid (but after giving effect to any amounts that would be deferred pursuant to the ServiceMaster deferred compensation plan); plus

6

(2)          in the event Executive’s employment is terminated by reason of death, disability or retirement, ( i ) Executive’s annual bonus earned with respect to the fiscal year immediately prior to the fiscal year in which the Date of Termination occurs, to the extent not previously paid (but after giving effect to any amounts that would be deferred pursuant to the ServiceMaster deferred compensation plan), plus ( ii ) a Pro Rata Bonus; plus

(3)          reimbursement of Executive’s expenses pursuant to Section 4(g).

(c)                                   Payment .  Subject to Section 14, ( i ) any amount payable pursuant to Section 6(a)(1) or 6(b)(1) above shall be paid in accordance with the payroll practices of The ServiceMaster Company; ( ii ) any amount payable pursuant to Section 6(a)(2) or 6(b)(2) shall be paid when annual bonuses for the applicable fiscal years are paid to other executive officers of The ServiceMaster Company, but in no event later than March 15 of the year following the year in respect of which such bonuses were earned; and ( iii ) any amount payable pursuant to Section 6(a)(3) or 6(a)(4) shall be paid in equal monthly installments during the two-year period following the Date of Termination, except that all installments that would have been paid during the first 45 days following the Date of Termination shall be paid on the 45th day following the Date of Termination.  In addition, if on the Date of Termination Executive is a “ specified employee ,” as defined in Treasury Regulation Section 1.409A-1(i) and determined using the identification methodology selected by the Company from time to time, or if none, the default methodology, any or all amounts payable under this Agreement on account of such termination of employment that would (but for this provision) be payable within six months following the Date of Termination, shall instead be paid in a lump sum on the first day of the seventh month following the Date of Termination or, if earlier, upon Executive’s death, except ( i ) to the extent of amounts that do not constitute a “ deferral of compensation ” within the meaning of Treasury Regulation Section 1.409A-1(b) (including without limitation by reason of the safe harbor set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii), as determined by the Company in its reasonable good faith discretion); ( ii ) benefits which qualify as excepted welfare benefits pursuant to Treasury Regulation Section 1.409A 1(a)(5); and ( iii ) other amounts or benefits that are not subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”).

(d)                                  Continuation of Benefits .  In the event Executive is entitled to the severance benefits under Section 6(a), then (i) for 18 months following the Date of Termination, subject to Executive’s enrollment for COBRA continuation coverage and payment of the applicable monthly COBRA premium amounts (the “ Monthly COBRA Premium Amount ”), the Company will cause a monthly reimbursement to be made to Executive such that, after payment of applicable taxes, Executive retains an amount of such reimbursement equal to the employer contribution for active employees for the COBRA coverage so elected as in effect immediately prior to the Date of Termination;

7

and (ii) if by the end of such 18-month period Executive and his covered dependents have not become covered by a plan of a subsequent employer offering the same type of benefits, then, for the shorter of (A) six months and (B) the end of the month in which Executive obtains such coverage from a subsequent employer, the Company will cause Executive to be paid a monthly amount such that, after payment of applicable taxes, Executive retains an amount of such payment equal to 100% of the Monthly COBRA Premium Amount.  In addition, in the event Executive is entitled to the severance benefits under Section 6(a), then for 24 months following the Date of Termination Executive shall continue to be eligible for Company-provided life insurance upon the same terms and otherwise to the same extent as such coverage is offered to the executive officers of ServiceMaster and The ServiceMaster Company, and The ServiceMaster Company and Executive shall share the costs of the continuation of such insurance coverage in the same proportion as such costs are shared by the ServiceMaster Company and its executive officers.

(e)                                   Exclusive Severance .  Any amount paid pursuant to Section 6(a) or 6(b) shall be paid in lieu of any other amount of severance relating to salary or bonus continuation to be received by Executive upon termination of employment of Executive under any severance plan, policy or arrangement of ServiceMaster or its affiliated companies.  Notwithstanding the foregoing, in the event that Executive’s employment hereunder is terminated hereunder for any reason, Executive shall be entitled to continuation of Benefits subject to the terms and conditions of such benefit plans or programs for terminated employees.

(f)                                    Equity-Based Compensation .  Each share of Common Stock and all RSUs and Options held by Executive on the Date of Termination or date of death shall be subject to the terms and conditions of the applicable Management Equity Agreement and the Stock Incentive Plan, including, without limitation, the restriction periods, vesting and forfeiture schedules, and termination provisions.

(g)                                   PSRP .  Executive’s participation, if any, in the PSRP shall end as of the Date of Termination or date of death, if applicable.

(h)                                  Deferred Compensation Plan .  Executive’s participation, if any, in the ServiceMaster deferred compensation plan shall end as the Date of Termination or date of death, if applicable.  Any compensation previously deferred by Executive (together with any interest and earnings thereon) under the deferred compensation plan or any successor plan shall be paid or distributed in accordance with the terms of the plan and Executive’s elections under the plan.

(i)                                      Release .  Notwithstanding anything to the contrary in this Section 6, in the event the Company is obligated to make payments pursuant to Sections 6(a)(3), 6(a)(4), and 6(d), it shall be a condition to such payments that, within thirty (30) days following the Date of Termination, Executive enter into a general release of claims, containing the

8

provisions attached hereto as Exhibit E and such other provisions as the parties may mutually agree, waiving any and all claims against the Company, its subsidiaries, their affiliates and their respective officers, directors, employees, agents, representatives, stockholders, members and partners relating to this Agreement and to his employment during the term hereof.

(j)                                     Notice of Termination .  Each party shall provide the other party with thirty (30) days’ advance written notice of its intention to terminate Executive’s employment for any reason, other than a termination by the Company for Cause or termination by Executive with Good Reason (each of which shall be subject to the time periods set forth in Exhibit A).

(k)                                  Effect of Non-Renewal of the Term by the Company .  Notice of nonrenewal by the Company shall be deemed a termination without Cause at the end of the Term.

7.                                       Covenants .

(a)                                  Non-Competition, Non-Solicitation and Confidentiality .  From and after the Effective Date and through and including the date that is two years after the Date of Termination, Executive shall not do any of the following, directly or indirectly, without the prior written consent of the Board:

(1)          directly or indirectly (whether as owner, stockholder, director, officer, employee, principal, agent, consultant, independent contractor, partner or otherwise), in North America or any other geographic area in which ServiceMaster or any subsidiary of ServiceMaster is then conducting business, own, manage, operate, control, participate in, perform services for, or otherwise carry on, a business similar to or competitive with a business conducted by ServiceMaster or any subsidiary of ServiceMaster (a “ Competitive Enterprise ”), provided that the foregoing shall not prohibit (x) Executive’s passive ownership of less than 1% of any class of voting securities of a publicly held company which would otherwise be prohibited under this Section 7(a)(1) or (y) Executive’s providing services to either (A) a separate division or operating unit of a multi-divisional Competitive Enterprise if such division or operating unit is not competitive with the business conducted by ServiceMaster or any subsidiary of ServiceMaster or (B) a Competitive Enterprise where the revenues derived from the divisions or operating units that, if standing alone, would be a Competitive Enterprise (I) account in the aggregate for less than 20% of the aggregate consolidated revenue of the entire Competitive Enterprise (or, if applicable, the portion of the Competitive Enterprise for which Executive is responsible (including, for the avoidance of doubt, subsidiary entities)) and (II) on a business unit by business unit basis are 35% or less than the revenue of the corresponding business unit of ServiceMaster (except that, for purpose of the clause (II), any

9

ServiceMaster business unit that accounts for 10% or less of the aggregate consolidated revenue of ServiceMaster shall be disregarded), in the case of each of (I) and (II) for the fiscal year prior to Executive’s commencement of employment therewith; or

(2)          directly or indirectly attempt to induce any employee of ServiceMaster or any subsidiary of ServiceMaster to terminate his or her employment with ServiceMaster or any subsidiary of ServiceMaster for any purpose whatsoever, or attempt directly or indirectly, in connection with any business to which Section 7(a)(1) applies, to solicit the trade or business of any current or prospective customer, supplier or partner of ServiceMaster or any subsidiary of ServiceMaster; provided, that this Section 7(a)(2) shall not be violated by (i) general advertising or solicitation not specifically targeted at ServiceMaster related persons or entities or (ii) Executive serving as a reference, upon request.

(b)                                  The Executive agrees that, during the Executive’s employment with the Company and its subsidiaries and thereafter, other than in the good faith performance of his duties to the Company and its subsidiaries, the Executive will not disclose confidential or proprietary information, or trade secrets, related to any business of the Company or its subsidiaries, including without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, inventions, improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques.  Notwithstanding the foregoing, Executive may disclose confidential information to the extent required by law, regulation or order of a regulatory body, in each case so long as the Executive gives the Company written notice of the disclosure as soon as practicable under the circumstances to enable the Company to seek a protective order, confidential treatment or other appropriate relief (except that notice to the Company need not be given during any period that such disclosure is prohibited by applicable law).  The Executive’s obligations under this Section are indefinite in term.

(c)                                   Litigation and Regulatory Cooperation .  During and after Executive’s employment, Executive shall reasonably cooperate with ServiceMaster in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of ServiceMaster or its affiliates that relate to events or occurrences that transpired while Executive was employed by ServiceMaster.  Executive’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being reasonably available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of ServiceMaster at mutually

10

convenient times.  During and after Executive’s employment, Executive also shall reasonably cooperate with ServiceMaster or its affiliates in connection with any investigation or review of any Federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Executive was employed by ServiceMaster.  ServiceMaster shall reimburse Executive for any reasonable out-of-pocket expenses incurred in connection with Executive’s performance of obligations pursuant to this Section 7(b).

8.                                       Reimbursement of Executive Expenses .  The Company shall reimburse the Executive for reasonable legal fees incurred related to this Agreement.  Such reimbursement shall be made within thirty (30) days after the Executive provides an invoice for such services to the Company (which invoice shall be provided within sixty days following the Effective Date), but in any event no later than March 15 of the year following the year in which the fees are incurred.

9.                                       Indemnification .  During the Term and thereafter, the Company shall indemnify the Executive with respect to his services to the Company and its subsidiaries as an officer and director, including as a fiduciary of Company benefit plans, at levels not less than as provided in Article VI of the Bylaws of the Company in effect on the Effective Date.  In addition, (i) the Executive shall both during the Term and thereafter be covered by directors and officers liability insurance to the same extent that such coverage is then maintained for officers or directors of the Company in active service, and (ii) any “tail” policy providing directors and officers liability coverage that covers a period of service in which Executive is or was in active service shall cover Executive’s Service.

10.                                Successors and Assigns .  This Agreement shall inure to the benefit of and be enforceable by ServiceMaster and its successors and assigns and by Executive and Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  This Agreement shall not be terminated by any merger or consolidation of ServiceMaster whereby ServiceMaster is or is not the surviving or resulting corporation or as a result of any transfer of all or substantially all of the assets of ServiceMaster.  In the event of any such merger, consolidation or transfer of assets, the provisions of this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred.

11.                                Notice .  All notices and other communications required or permitted under this Agreement (including the notice required by the definition of Good Reason as set forth in Exhibit A) shall be in writing, shall be given by personal delivery, overnight delivery by an established courier service, or by certified mail, return receipt required, and shall be deemed to have been duly given when delivered, addressed ( a ) if to Executive, at his address in the records of the Company, and if to ServiceMaster, to ServiceMaster Global Holdings, Inc., c/o The ServiceMaster Company, 860 Ridge Lake Blvd., Memphis, TN 38120, attention Senior Vice President, Human Resources, or ( b ) to

11

such other address as either party may have furnished to the other in writing in accordance herewith.

12.                                Entire Agreement; Amendments .  Except as otherwise specified herein, this Agreement and the Exhibits constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.

13.                                Modification or Waiver .  No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and a member of the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  Failure by Executive or ServiceMaster to insist upon strict compliance with any provision of this Agreement or to assert any right which Executive or ServiceMaster may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

14.                                Governing Law; Validity .  The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principle of conflicts of laws.  The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any of the other provisions of this Agreement, which other provisions shall remain in full force and effect.

15.                                Withholding .  Any payments provided for herein shall be reduced by any amounts required to be withheld by the Company from time to time under applicable Federal, state or local income or employment tax laws or similar statutes or other provisions of law then in effect.

16.                                Payments by Subsidiaries .  Executive acknowledges that one or more payments hereunder may be paid by one or more of the Company’s subsidiaries, and Executive agrees that any such payment made by such subsidiary shall satisfy the obligations of the Company hereunder with respect to (but only to the extent of) such payment.

17.                                Section 409A .  To the extent that any reimbursement, fringe benefit, or other similar plan or arrangement in which Executive participates during the term of the Executive’s employment under this Agreement or thereafter provides for a “ deferral of compensation ” within the meaning of Section 409A of the Code, ( i ) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; ( ii ) the amount eligible for reimbursement or payment under such plan or

12

arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid); ( iii ) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and ( iv ) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses.  In addition, with respect to any payments or benefits subject to Section 409A, reference to Executive’s “Date of Termination” (and corollary terms) with the Company shall be construed to refer to Executive’s “ separation from service ” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) with the Company.  Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.  Executive’s right to receive any installment payments hereunder shall, for purposes of Section 409A, be treated as a right to receive a series of separate and distinct payments.  Any tax gross-up payment provided for under this Agreement shall in no event be paid to Executive later than the December 31 of the calendar year following the calendar year in which such taxes are remitted by the Executive.

18.                                Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

[Signature Page Follows]

13

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above.

Exhibit A

As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a)                                  “ Cause ” means:

(1)                                  a material breach by Executive of his duties and responsibilities (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of ServiceMaster and which is not remedied within thirty (30) days after receipt of written notice from ServiceMaster specifying such breach; or

(2)                                  the Executive’s indictment for, conviction of or pleading guilty or nolo contendere to a felony or misdemeanor involving any act of fraud, embezzlement, or dishonesty, or any other intentional misconduct by Executive that adversely and significantly affects the business affairs or reputation of ServiceMaster or an affiliated company; or

(3)                                  any failure by Executive to reasonably cooperate with any investigation or inquiry into Executive’s business practices, whether internal or external, including, but not limited to Executive’s refusal to be deposed or to provide testimony at any trial or inquiry.

Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless he has: ( i ) had ten (10) days’ written notice setting forth the reasons for ServiceMaster’s intention to terminate for Cause; ( ii ) had an opportunity to be heard before the Board; and ( iii ) received a notice of termination from the Board stating that in the opinion of a majority of the full Board (excluding Executive) that Executive is responsible for conduct of a type set forth above and specifying in reasonable detail the particulars thereof.

(b)                                  “ Change in Control ” shall have the meaning set forth in the Stock Incentive Plan; provided that in the event such definition shall be modified or revised in the Stock Incentive Plan, then the definition of Change in Control for purposes of this Agreement shall be so modified or revised.

(c)                                   “ Good Reason ” means, without Executive’s written consent, the occurrence of any of the following events:

(1)                                  any of ( i ) the reduction in any material respect in Executive’s position(s), authorities or responsibilities with ServiceMaster,

( ii ) Executive no longer reporting directly to the Board or ( iii ) any failure to re-elect Executive to serve as CEO of ServiceMaster; provided , however , that Good Reason shall not occur if the Board elects a non-executive Chairman, so long as Executive remains a member of the Board and continues to report directly to the Board;

(2)                                  a material reduction in Executive’s Base Salary or target annual bonus, each as in effect on the Effective Date or as the same may be increased from time to time thereafter;

(3)                                  the failure of ServiceMaster to provide Executive with four weeks annual paid vacation;

(4)                                  a material change in the location of Executive’s location of work which will be at least more than 50 miles from ServiceMaster’s corporate offices as of the Effective Date; or

(5)                                  any action or inaction by ServiceMaster that constitutes a material breach of the terms of this Agreement.

If Executive determines that Good Reason exists, Executive must notify ServiceMaster in writing, within ninety (90) days following Executive’s knowledge of the first event which Executive determines constitutes Good Reason, or such event shall not constitute Good Reason under the terms of Executive’s employment.  If ServiceMaster remedies such event within thirty (30) days following receipt of such notice, Executive may not terminate employment for Good Reason as a result of such event.

Exhibit B

Form of Employee Stock Subscription Agreement for Robert J. Gillette has been filed as Exhibit 10.2 of The ServiceMaster Company’s Current Report on Form 8-K, filed on June 18, 2013, which also includes this Employment Agreement.

Exhibit C

Form of Employee Restricted Stock Unit Agreement for Robert J. Gillette has been filed as Exhibit 10.3 of The ServiceMaster Company’s Current Report on Form 8-K, filed on June 18, 2013, which also includes this Employment Agreement.

Exhibit D

Form of Employee Stock Option Agreement for Robert J. Gillette has been filed as Exhibit 10.4 of The ServiceMaster Company’s Current Report on Form 8-K, filed on June 18, 2013, which also includes this Employment Agreement.

Exhibit E

Release Provisions

Release and Waiver of Claims .  In consideration of the payments and benefits to which you are entitled under the Employment Agreement, dated as of June 12, 2013, to which you and ServiceMaster Global Holdings, Inc. (the “Company”) are parties (the “ Employment Agreement ”), you hereby waive and release and forever discharge the Company and its respective parent entities, subsidiaries, divisions, limited partnerships, affiliated corporations, successors and assigns and their respective past and present directors, managers, officers, stockholders, partners, agents, employees, insurers, attorneys, and servants each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “ Releasees ”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from the Company, to any services performed for the Company, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by the Company, all to the extent allowed by applicable law.  This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act (“ERISA”), and the Sarbanes-Oxley Act of 2002.  You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the “ Effective Date ”).

Limitation of Release :  Notwithstanding the foregoing, this release of claims will not prohibit you from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission (“ EEOC ”) or an equivalent state civil rights agency, but you agree and understand that you are waiving your right to monetary compensation thereby if any such agency elects to pursue a claim on your behalf.  Further, nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits or any claims that may arise after the Effective Date.  In addition, nothing in this

release of claims will be construed to affect any of the following claims, all rights in respect of which are reserved:

(a)  Any payment or benefit set forth in this Employment Agreement;

(b)  Reimbursement of unreimbursed business expenses properly incurred prior to the termination date in accordance with Company policy;

(c)  Claims under the Management Equity Agreements (as defined in the Employment Agreement) in respect of vested Company equity held by Executive

(d)  Vested benefits under the general Company employee benefit plans (other than severance pay or termination benefits, all rights to which are hereby waived and released);

(e)  Any claim for unemployment compensation or workers’ compensation administered by a state government to which you are presently or may become entitled;

(f)  Any claim that the Company has breached this release of claims; and

(g)  Indemnification as a current or former director or officer of the Company or any of its subsidiaries (including as a fiduciary of any employee benefit plan), or inclusion as a beneficiary of any insurance policy related to your service in such capacity.

Return of ServiceMaster Property .  Not later than the Effective Date, you agree to return, or hereby represent that you have returned as of such date (if you have not signed this Agreement by such date), to ServiceMaster all ServiceMaster property, equipment and materials, including, but not limited to, any company vehicle, any laptop computer and peripherals; any cell phone or other portable computing device; any telephone calling cards; keys; ServiceMaster identification card; any credit or fuel cards; and all tangible written or graphic materials (and all copies) relating in any way to ServiceMaster or its business, including, without limitations, documents, manuals, customer lists and reports, as well as all data contained on computer files, “thumb” drives, “cloud” services, or other data storage device, or home or personal computers and/or e-mail or internet accounts.

Exhibit 10.2

Form of Employee Stock Subscription Agreement

This Employee Stock Subscription Agreement, dated as of              , 20     , 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, at the purchase price set forth on the signature page hereof (the “ Initial Purchase Price ”).  Such shares of Common Stock constitute “ Initial Shares ” (as defined in the Employment Agreement).  The terms of this Agreement shall also apply to ( i ) any “ Additional Shares ” (as defined in the Employment Agreement, if any Additional Shares are purchased by the Employee), ( ii ) any shares of Common Stock acquired upon the exercise of options after the date of this Agreement (the “ Option Shares ”) and ( iii ) any shares of Common Stock acquired upon the settlement of restricted stock units after the date of this Agreement (the “ RSU Shares ”).  The Initial Shares, Additional Shares, Option Shares and RSU Shares are collectively referred to in this Agreement as the “ Shares ”.

(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 Initial 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.   As to the purchase of the Initial Shares and any Additional Shares, the Employee represents, warrants and covenants as follows:

(i)                         the Employee has carefully reviewed the 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:

(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;

2

(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.

(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

3

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 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 the third anniversary of the Closing, 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, ( ii i) 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

4

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 Prior to 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 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 for Good Reason, 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 the Initial Shares and the Additional Shares 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

5

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 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

6

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 Company’s senior secured bank indebtedness outstanding during the delay period.  In the event that this Section 5(f) shall apply to any purchase pursuant to this Section 5, the Company shall use its commercially reasonable efforts to take such actions as may be necessary or appropriate to cause this Section 5(f) no longer to apply to the payment of the cash owed to the Employee in respect of such repurchase obligation.

(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).

7

(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.

(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 shares of Common Stock the prospective transferee has agreed to purchase in the contemplated transaction.  Notwithstanding anything to the contrary in any Sale Notice, ( i ) the Employee shall agree to make customary representations, and shall agree to customary covenants, indemnities and agreements, so long as they are made severally and not jointly; provided , that the Employee shall not be subject to any restrictive covenant to the extent such covenant differs from the applicable restrictive covenant provided in the Employment Agreement; ( ii ) any general indemnity given by any Investor, applicable to liabilities not specific to such Investor, to the transferee in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of his, her or its

8

Shares to be sold or Transferred, ( iii ) any indemnity given by the Employee shall not exceed the Employee’s net proceeds from the sale, and ( iv ) any representation relating specifically to a Person and/or his, her or its ownership of the Shares to be sold or Transferred shall be made only by such Person.  The fees and expenses incurred in connection with such sale or Transfer and for the benefit of all Persons participating in such sale or Transfer (it being understood that costs incurred by or on behalf of a Person for his, her or its sole benefit will not be considered to be for the benefit of all Persons participating in such sale or Transfer), to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure in respect of such fees or expenses prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

(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 payment of such consideration and all other material terms and conditions

9

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.  Notwithstanding anything to the contrary in any Drag-Along Notice, ( i ) the Employee shall agree to make customary representations, and shall agree to customary covenants, indemnities and agreements, so long as they are made severally and not jointly; provided , that the Employee shall not be subject to any restrictive covenant to the extent such covenant differs from the applicable restrictive covenant provided in the Employment Agreement; ( ii ) any general indemnity given by any Investor, applicable to liabilities not specific to such Investor, to the transferee in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of his, her or its Shares to be sold or Transferred, ( iii ) any indemnity given by the Employee shall not exceed the Employee’s net proceeds from the sale, and ( iv ) any representation relating specifically to a Person and/or his, her or its ownership of the Shares to be sold or Transferred shall be made only by such Person.  The fees and expenses incurred in connection with such sale or Transfer and for the benefit of all Persons participating in such sale or Transfer (it being understood that costs incurred by or on behalf of a Person for his, her or its sole benefit will not be considered to be for the benefit of all Persons participating in such sale or Transfer), to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure in respect of such fees or expenses prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

(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

10

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 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 failure to cure a breach by the Employee of the provisions of this Section 7 within ten (10) days of written notice from the Company of such breach, 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 that is material, 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

11

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 ”);

(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

12

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 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).

13

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 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:

“ Additional Shares ” has the meaning given in Section 1(a).

“ 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).

“ Cause ” has the meaning given in the Employment Agreement.

“ Closing ” has the meaning given in Section 2(a).

14

“ 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).

“ 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.

“ Employment Agreement ” means that certain Employment Agreement, dated as of June 14, 2013, by and between the Company and the Employee.

“ 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.

“ Fair Market Value ” has the meaning given in the Stock Incentive Plan; provided that, the Employee and the Company agree that, for purposes of ( x ) any purchase of Additional Shares prior to an initial public offering of the Common Stock and ( y ) any purchase of Shares from the Employee or his permitted transferees pursuant to Section 5 herein, the methodology used by the Company in determining the Fair Market Value shall be the same methodology used by the Company in determining the Fair Market Value of the Initial Shares.

“ 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).

“ Good Reason ” has the meaning given in the Employment Agreement.

“ Initial Purchase Price ” has the meaning given in Section 1(a).

15

“ Initial Shares ” has the meaning given in Section 1(a).

“ 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 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.

16

“ 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 and the Additional Shares.

“ 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 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 Initial 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, LLC
375 Park Avenue, 18 th  Floor
New York, New York 10152
Attention :  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.

(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

19

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.

(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.

20

IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.

21

Exhibit 10.3

Form of 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 .  Except as otherwise provided in Section 2(b) or Section 2(c) of this Agreement or in the Employment Agreement, 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 .

(i)                         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 that are unvested shall automatically become vested.

(ii)                      If ( x ) the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee for Good Reason and ( y ) ( A ) as of the effective date of such termination the Company is a party to an agreement that, if consummated, would result in a Change in Control or ( B ) the Employee reasonably demonstrates that such termination was in connection with or in contemplation of the Company’s negotiation of such an agreement, and  in each case such Change in Control

is consummated, then the Company shall make a cash payment to the Employee equal to the product of the Change in Control Price multiplied by the aggregate number of shares covered by any Restricted Stock Units forfeited by reason of the Employee’s termination of employment, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

(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 .  Except as otherwise provided in Section 2(b)(ii) of this Agreement or in the Employment Agreement, if the Employee’s employment with the Company terminates 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 Employee’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

2

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.

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 .

3

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.

“ Cause ” has the meaning given in the Employee’s employment agreement with the Company.

“ 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.

“ 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.

“ Employment Agreement ” means that certain Employment Agreement, dated as of June 14, 2013, by and between the Company and the Employee.

“ 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 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 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.

4

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 not be available ( i ) 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 or ( ii ) if withholding in this manner would violate any financing instrument of the Company or any of its Subsidiaries; provided , that, in the event that this clause (ii) shall apply, the Company shall use its commercially reasonable efforts to take such actions as may be necessary or appropriate to cause this clause (ii) no longer to apply.

(b)                                              Limitation of Benefits .

(i)                         Except as set forth in Section 8(b)(ii), 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 percent, 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

5

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.

(ii)                      Section 8(b)(i) shall only be applied to the Employee if doing so places the Employee in a more favorable position, determined after the payment of all taxes, including without limitation, the taxes required under Section 4999 of the Code, than if Section 8(b)(i) were not applied.

(iii)                   This Section 8(b) shall, as applied to the Employee, supersede Section 7.3 of the Plan.

(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 or transfer such personal data to the Company or 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.

(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 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:

6

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, 18 th  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 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

7

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]

8

IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.

9

Exhibit 10.4

Form of Employee Stock Option Agreement

This Employee Stock Option Agreement, dated as of              , 20     , 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 Options .

(a)                                                  Confirmation of Grant .  The Company hereby evidences and confirms, effective as of the date hereof, its grant to the Employee of Options to purchase the number of shares of Common Stock specified on the signature page hereof.  The Options are not intended to be incentive stock options under the Code.  This Agreement is entered into pursuant to, and the terms of the Options are subject to, the terms of the Plan.  If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern.

(b)                                                  Option Price .  Each share covered by an Option shall have the Option Price specified on the signature page hereof.

Section 2.                                           Vesting and Exercisability .

(a)                                                  Except as otherwise provided in Section 6(a) or Section 2(b) of this Agreement or in the Employment Agreement, the Options shall become vested in four equal annual installments on each of the first through fourth anniversaries of the Grant Date, subject to the continuous employment of the Employee with the Company until the applicable vesting date; provided that if the Employee’s employment with the Company is terminated in a Special Termination (i.e., by reason of the Employee’s death or Disability), any Options held by the Employee shall immediately vest as of the effective date of such Special Termination.

(b)                                                  Discretionary Acceleration .  The Board, in its sole discretion, may accelerate the vesting or exercisability of all or a portion of the Options, at any time and from time to time.

(c)                                                   Exercise .  Once vested in accordance with the provisions of this Agreement, the Options may be exercised at any time and from time to time prior to the date such Options terminate pursuant to Section 3.  Options may only be exercised with respect to whole shares and must be exercised in accordance with Section 4.

Section 3.                                           Termination of Options .

(a)                                                  Normal Termination Date .  Unless earlier terminated pursuant to Section 3(b) or Section 6, the Options shall terminate on the tenth anniversary of the Grant Date (the “ Normal Termination Date ”), if not exercised prior to such date.

(b)                                                  Early Termination .  Except as otherwise provided in the Employment Agreement, if the Employee’s employment with the Company terminates for any reason, any Options held by the Employee that have not vested before the effective date of such termination of employment (determined without regard to any statutory or deemed or express contractual notice period) or that do not become vested on such date in accordance with Section 2 shall terminate immediately upon such termination of employment (determined without regard to any statutory or deemed or express contractual notice period) and, if the Employee’s employment is terminated for Cause, all Options (whether or not then vested or exercisable) shall automatically terminate immediately upon such termination.  All vested Options held by the Employee following the effective date of a termination of employment (the “ Covered Options ”) shall remain exercisable until the first to occur of ( i ) the three-month anniversary of the effective date of the Employee’s termination of employment (determined without regard to any deemed or express statutory or contractual notice period), ( ii ) the one-year anniversary in the case of a Special Termination or a retirement from active service on or after the Employee reaches normal retirement age, ( iii ) the Normal Termination Date or ( iv ) the cancellation of the Options pursuant to Section 6(a), and if not exercised within such period the Options shall automatically terminate upon the expiration of such period.

Section 4.                                           Manner of Exercise .

(a)                                                  General .  Subject to such reasonable administrative regulations as the Board may adopt from time to time, the Employee may exercise vested Options by giving at least fifteen (15) business

2

days’ prior written notice to the Secretary of the Company specifying the proposed date on which the Employee desires to exercise a vested Option (the “ Exercise Date ”), the number of whole shares with respect to which the Options are being exercised (the “ Exercise Shares ”) and the aggregate Option Price for such Exercise Shares (the “ Exercise Price ”); provided that following a Public Offering notice may be given within such lesser period as the Board may permit.  Any shares acquired upon exercise of Options prior to a Public Offering shall be subject to the Employee Stock Subscription Agreement attached as an exhibit to the Employment Agreement.  Unless otherwise determined by the Board, and subject to such other terms, representations and warranties as may be provided for in the Subscription Agreement, ( i ) on or before the Exercise Date the Employee shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to the Company, in an amount equal to the Exercise Price plus any required withholding taxes or other similar taxes, charges or fees and ( ii ) the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent).  The Company may require the Employee to furnish or execute such other documents as the Company shall reasonably deem necessary ( i ) to evidence such exercise, ( ii ) to determine whether registration is then required under the Securities Act or other applicable law or ( iii ) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.

(b)                                                  Restrictions on Exercise .  Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part, and no certificates representing Exercise Shares shall be delivered, ( i ) ( A ) unless all requisite approvals and consents of any governmental authority of any kind shall have been secured, ( B ) unless the purchase of the Exercise Shares shall be exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S. securities laws, or the Exercise Shares shall have been registered under such laws, and ( C ) unless all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied, or ( ii ) if such exercise would result in a violation of the terms or provisions of or a default or an event of default under, any guarantee, financing or security agreement entered into by the Company or any Subsidiary from time to time.  The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (i) (A) of the

3

preceding sentence, but shall otherwise have no obligations to take any steps to prevent or remove any impediment to exercise described in such sentence.  Except where prohibited by applicable law, the Normal Termination Date of any Option that may not be exercised pursuant to this Section 4(b) shall be extended for a period of time equal to any period of time such Option may not exercised pursuant to this Section 4(b), such extension not to exceed ten years in the aggregate.

Section 5.                                           Employee’s Representations; Investment Intention .  The Employee represents and warrants that the Options have been, and any Exercise Shares will be, acquired by the Employee solely for the Employee’s own account for investment and not with a view to or for sale in connection with any distribution thereof.  The Employee represents and warrants that the Employee understands that none of the Exercise Shares may be transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered unless the provisions of the related Subscription Agreement shall have been complied with or have expired.

Section 6.                                           Change in Control .

(a)                                                  Vesting and Cancellation .

(i)                         In the event of a Change in Control, all then-outstanding unvested Options shall automatically vest in full such that all Options outstanding under this Agreement shall, immediately prior to the effective date of the Change in Control, be fully vested and exercisable.  Except as otherwise provided in Section 6(b) and Section 6(c), upon the Change in Control, all Options then outstanding under this Agreement shall be canceled in exchange for a payment having a value equal to the excess, if any, of ( i ) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over ( ii ) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

(ii)                      If ( x ) the Employee’s employment with the Company is terminated by the Company without Cause or by the Employee with Good Reason and ( y ) ( A ) as of the effective date of such termination the Company is a party to an agreement that, if consummated, would result in a Change in Control or ( B ) the Employee reasonably

4

demonstrates that such termination was in connection with or in contemplation of the Company’s negotiation of such an agreement, and, in each case such Change in Control is consummated, then the Company shall make a cash payment to the Employee equal to the excess, if any, of ( i ) the product of the Change in Control Price multiplied by the aggregate number of shares covered by any Options forfeited by reason of the Employee’s termination of employment over ( ii ) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

(b)                                                  Alternative Award .  Notwithstanding Section 6(a), no cancellation, termination, or settlement or other payment shall occur with respect to any Option if the Board reasonably determines prior to the Change in Control that the Employee shall receive an Alternative Award meeting the requirements of the Plan; provided , however , that any such Alternative Award shall be fully vested at the time it is awarded to the Employee.

(c)                                                   Limitation of Benefits .

(i)                         Except as set forth in Section 6(c)(ii), 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 6(a) or Section 6(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 Section 6 to the contrary, the payments, deemed payments or other benefits such Employee would otherwise receive under Section 6(a) or Section 6(b) shall be reduced to the extent necessary to eliminate any such excess parachute payment and such 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 on an after-tax basis by more than 5 percent, 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

5

payments would not be treated as “ parachute payments ” for these purposes (and therefore would cease to be subject to reduction pursuant to this Section 6(c)); 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 6(c) 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.

(ii)                      Section 6(c)(i) shall only be applied to the Employee if doing so places the Employee in a more favorable position, determined after payment of all taxes, including without limitation, the taxes required under Section 4999 of the Code, than if Section 6(c)(i) were not applied.

(iii)                   This Section 6(c) shall, as applied to the Employee, supersede Section 7.3 of the Plan.

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

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

“ Cause ” has the meaning given in the Employment Agreement.

“ Covered Options ” has the meaning given in Section 3(b).

“ Determination Date ” means the effective date of the Employee’s termination of employment.

“ Employee ” means the grantee of the Options whose name is set forth on the signature page of this Agreement; provided that for purposes of Section 4 and Section 8, following such person’s death “Employee” shall be deemed to include such person’s beneficiary or estate and following such Person’s Disability, “Employee” shall be deemed to include such person’s legal representative.

6

“ Employment Agreement ” means that certain Employment Agreement, dated as of June 14, 2013, by and between the Company and the Employee.

“ Exercise Date ” has the meaning given in Section 4(a).

“ Exercise Price ” has the meaning given in Section 4(a).

“ Exercise Shares ” has the meaning given in Section 4(a).

“ Grant Date ” means the date hereof, which is the date on which the Options are granted to the Employee.

“ Normal Termination Date ” has the meaning given in Section 3(a).

“ Option ” means the right granted to the Employee hereunder to purchase one share of Common Stock for a purchase price equal to the Option Price subject to the terms of this Agreement and the Plan.

“ Option Price ” means, with respect to each share of Common Stock covered by an Option, the purchase price specified in Section 1(b) for which the Employee may purchase such share of Common Stock upon exercise of an Option.

“ Plan ” means the ServiceMaster Global Holdings, Inc. Stock Incentive Plan.

“ 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 such successor statute, and the rules and regulations.

Section 8.                                           Miscellaneous .

(a)                                                  Withholding .  The Company or one of its Subsidiaries may 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 or other similar charges or fees that may arise in connection with the grant, vesting, exercise, settlement or purchase of the Options.

(b)                                                  Authorization to Share Personal Data .  The Employee authorizes any Affiliate of the Company that employs the Employee

7

or that otherwise has or lawfully obtains personal data relating to the Employee to divulge or transfer such personal data to the Company or 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.

(c)                                                   No Rights as Stockholder; No Voting Rights .  The Employee shall have no rights as a stockholder of the Company with respect to any shares covered by the Options until the exercise of the Options and delivery of the shares.  Any shares delivered in respect of the Options shall be subject to the Subscription Agreement and the Employee shall have no voting rights with respect to such Shares until such time as specified in the Subscription Agreement.

(d)                                                  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 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.

(e)                                                   Non-Transferability of Options .  The Options may be exercised only by the Employee.  The Options 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) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death or with the Company’s consent.

(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:

8

(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 (iii) 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)                   copies of any notice or other communication given under this Agreement shall also be given to:

Clayton, Dubilier & Rice, LLC
375 Park Avenue, 18 th  Floor
New York, New York 10152
Attention :  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

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.

(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 respective successors or assigns any legal or equitable right, remedy

9

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 party.

(j)                                                     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.

(k)                                                  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

10

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 8(k).

(l)                                                      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.

(m)                                              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]

11

IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date first above written.

12