American Home Shield 2012 Annual Report Download - page 200

Exhibit 10.33
July 30, 2012
Mark J. Barry
XXXXXXXXXX
Sarasota, FL 34242
Dear Mark,
We are pleased to extend to you this offer of employment for the position of President & Chief Operating Officer of American Home Shield. In this position,
you will report to Hank Mullany, Chief Executive Officer. Your effective start date will be August 20, 2012.
Base Salary
Your base compensation in this position will be at an annual rate of $425,000. This will be paid semi-monthly on the 15 and the last business day of each
month.
Merit Increase Eligibility
ServiceMaster has a pay for performance philosophy. An annual merit increase is based on the annual performance review for the current calendar year and is
effective the following April 1. If you are hired on or before October 31, you will be eligible to receive a merit increase the following April. If you are hired on
or after November 1, you will not be eligible for a merit increase during the upcoming merit review process.
Annual Bonus Plan (ABP)
In this position you will be eligible to receive a bonus payment with a target of 65% of your base salary under the Annual Bonus Plan (“ABP”). If hired before
October 1 of the current plan year, any bonus payable will be pro-rated and paid in accordance with plan guidelines. Otherwise your eligibility will begin on
January 1 of the following plan year.
Sign-On Bonus
You will receive a $325,000 sign-on bonus, payable after thirty (30) days of employment. You will be required to sign a Sign-On Bonus Repayment
Agreement, included with your new hire paperwork.
Equity
Upon approval by the Compensation Committee of the Board of Directors, you will have the opportunity to participate in the ServiceMaster Global
Holdings, Inc. Stock Incentive Plan by
investing $500,000 to $1,000,000, with a minimum investment of $500,000 required, at the next offering of the sale of shares following your start date. The
value of the shares at the time of your purchase will be the Fair Market Value (as defined in the Plan documents), as determined by the Compensation
Committee of the Board of Directors. The number of shares you receive will be determined by dividing the amount of your investment by the Fair Market
Value per share.
You will also be granted four (4) options for each share purchased. Each option will have a strike price equal to the Fair Market Value of a share of stock at
the time of the grant of the options.
You will also be granted 50,000 restricted stock units (RSUs) that will vest in equal installments on the first three anniversaries of their date of the grant.
Additional information on the Plan, including the Plan documents, will be provided to you.
Paid Time Off
You are also eligible for four (4) weeks’ vacation and personal days, sick time and holidays. Please refer to your associate handbook for details about time off
accruals and observed holidays.
All compensation, including bonus and incentive payments, if applicable, will be subject to payroll deductions.
th