American Home Shield 2011 Annual Report Download - page 184

Exhibit 10.38
November 15, 2011
Charles M. Fallon
6890 SW 94th Street
Pinecrest, FL 33156
Dear Chuck,
We are pleased to extend to you this offer of employment for the position of President, Terminix. In this position, you will report to
me. Your effective start date will be December 5, 2011.
Your base compensation in this position will be at an annual rate of $500,000. This will be paid semi-monthly on the 15th and the last
business day of each month.
For 2012, you will be eligible to receive a bonus payment with a target of 65% of your base salary under the 2012 Annual Bonus Plan
("ABP").
You will be eligible to receive a discretionary bonus of up to $100,000 for 2012 and $100,000 for 2013 relating to your collaboration
with the President, TruGreen for the success of both businesses. The actual amount earned for each year will be determined at the sole
discretion of the Compensation Committee of the Board of Directors ("Compensation Committee") after receiving a recommendation
from me. These bonus payouts, if any, will be made at the same time as payments under the Annual Bonus Plans for 2012 and 2013,
conditioned upon your employment on such dates. You may elect no later than June 30 of each of 2012 and 2013 to receive a stock
option award in lieu of cash, with up to 15,000 options to be issuable for 2012 and up to 10,000 options to be issuable for 2013 (the
number of options may be prorated based on the Compensation Committee's assessment of performance).
In lieu of a cash sign-on bonus, you will receive Restricted Stock Units (RSUs) upon approval of the Compensation Committee equal
to $100,000 divided by the Fair Market Value of a share (as defined in the Plan documents), as determined by the Compensation
Committee, as of the first day of employment. This RSU award will vest ratably over a three year period. You will receive a
Restricted Stock Unit Award agreement that provides the terms and conditions of the award following your hire.
Upon approval by the Compensation Committee, you will have the opportunity to participate in the ServiceMaster Global Holdings,
Inc. Stock Incentive Plan by investing up to $1,100,000, with a minimum investment of $550,000 required, at the next offering of the
sale of shares following your start date. The price of the shares at the time of your purchase will be the Fair Market Value as
determined by the Compensation Committee. The number of shares you receive will be determined by dividing the amount of your
investment by the Fair Market Value per share.