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EXHIBIT 10.6




ABM INDUSTRIES INCORPORATED




“PRICE-VESTED” PERFORMANCE STOCK OPTION PLAN

STOCK OPTION AGREEMENT



THIS AGREEMENT (“Agreement”) dated as of the Grant Date between ABM Industries
Incorporated, a Delaware corporation (the “Company”), and Employee Name (the “Optionee”).



WITNESSETH:



The Company has adopted the ABM Industries Incorporated “Price-Vested” Performance Stock Option
Plan (the “Plan”). The Plan is made a part hereof with the same effect as if set forth in this
Agreement. All capitalized terms that are used herein and not otherwise defined shall have the
meanings set forth in the Plan.



In consideration of the mutual promises and covenants made herein and the mutual benefits to be
derived here from, the parties hereto agree as follows:





	1.	 	Grant of Options.
	 
	 	 	Subject to the provisions of this Agreement and to the Plan, the Company hereby grants to
the Optionee the right and option (the “Option”) to purchase:






	 	a.	 	XXXX shares of common stock (“Common Stock”) of the Company at an exercise
price of $___per share and a Vesting Price of $___per share,
	 
	 	b.	 	XXXX shares of Common Stock at an exercise price of $___per share and a Vesting
Price of $___per share,
	 
	 	c.	 	XXXX shares of Common Stock at an exercise price of $___per share and a Vesting
Price of $___per share, and
	 
	 	d.	 	XXXX shares of Common Stock at an exercise price of $___per share and a Vesting
Price of $___per share.






	2.	 	Exercisability of Options.






	 	a.	 	No unvested and/or expired Option may be exercised, and
	 
	 	b.	 	any unexpired vested Option may be exercised in whole or in part at
the times and in the manner set forth in the Plan; provided, however, that an unexpired
vested Option may not be exercised:






	 	(1)	 	before the first (1st) anniversary of its date of grant,
	 
	 	(2)	 	at any one time as to fewer than 100 shares, or such number of shares as to
which such Option is then exercisable if such number of shares is less than 100,
	 
	 	(3)	 	on or after the tenth (10th) anniversary of its date of grant.










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	3.	 	Vesting of Options.
	 
	 	 	Each Option granted hereunder shall vest in the circumstances set forth in the Plan or as set
forth in this paragraph. During the four-year period commencing on its date of grant, each
Option granted hereunder shall vest at such time as the Fair Market Value of the Common Stock
shall have been equal to or greater than the Vesting Price with respect to such Stock Option
for ten (10) trading days in any period of thirty (30) consecutive trading days. Any Stock
Option that has not vested on or before the close of business on the fourth (4th) anniversary
of its date of grant shall vest at the close of business on the eighth (8th) anniversary of its
date of grant, if such Option has not previously terminated.
	 
	4.	 	No Right to Employment.
	 
	 	 	Nothing in this Agreement or the Plan shall confer upon the Optionee any right to continue
in the employ of the Company or any of its Affiliates, or interfere in any way with the
right of the Company or any such Affiliate to terminate such employment with or without
cause at any time whatsoever absent a written employment contract to the contrary.
	 
	5.	 	Effect of Certain Changes.






	 	a.	 	If there is any change in the number of issued shares of Common Stock through the
declaration of stock dividends, or through recapitalization resulting in stock splits, or
combinations or exchanges of such shares, the number of Options granted pursuant to this
Agreement that have not been exercised or lapsed, and the price per share of such Options
shall be proportionately adjusted by the Committee to reflect any increase or decrease in
the number of shares of Common Stock, provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.
	 
	 	b.	 	In the event of a change in the Common Stock of the Company as presently constituted,
which is limited to a change of all of its authorized shares with a par value into the
same number of shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be a Common Stock within the meaning of
this Agreement and the Plan.
	 
	 	c.	 	To the extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive.






	6.	 	Change in Control.
	 
	 	 	Notwithstanding any provision of this Agreement or any other agreement to the contrary, if any
amount or benefit to be paid or provided under this Agreement or any other agreement would be
an Excess Parachute Payment, but for the application of this sentence, then the payments and
benefits to be paid or provided under this agreement and any other agreement will be reduced to
the minimum extent necessary (but in no event to less than zero) so that no portion of any such
payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however,
that the foregoing reduction will not be made if such reduction would result in Employee’s
receiving an After-Tax Amount less than 90% of the After-Tax Amount under this agreement or
under any other agreement without regard to this clause. Whether requested by the Employee or
the Company, the determination of whether any reduction in such payments or benefits to be
provided under this Agreement or otherwise is required pursuant to the preceding sentence, will
be made at the expense of the Company by the Company’s independent accountants or benefits
consultant. The fact that the Employee’s right to payments or benefits may be reduced by
reason of the limitations contained in this paragraph will not of itself limit or otherwise
affect any other rights of




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	 	 	the Employee pursuant to this Agreement or any other agreement. In the event that any payment
or benefit intended to be provided is required to be reduced pursuant to this paragraph, the
Employee will be entitled to designate the payments and/or benefits to be so reduced in order
to give effect to this paragraph. The Company will provide the Employee with all information
reasonably requested by the Employee to permit the Employee to make such designation. In the
event that the Employee fails to make such designation within 10 business days after receiving
notice from the Company of a reduction under this paragraph, the Company may effect such
reduction in any manner it deems appropriate. The term “Excess Parachute Payment” as used in
this Agreement means a payment that creates an obligation for Employee to pay excise taxes
under Section 280G of the Internal Revenue Code or any successor provision thereto and the term
“After-Tax Amount” means the amount to be received by Employee determined on an after-tax basis
taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue
Code, or any successor provision thereto, any tax imposed by any comparable provision of state
law and any applicable federal, state and local income and employment taxes.






	7.	 	Payment of Transfer Taxes, Fees and Other Expenses.
	 
	 	 	The Company agrees to pay any and all original issue taxes and stock transfer taxes that
may be imposed on the issuance of shares acquired pursuant to exercise of the Options,
together with any and all other fees and expenses necessarily incurred by the Company in
connection therewith.
	 
	8.	 	Taxes and Withholding.






	 	a.	 	No later than the date of exercise of any Options granted hereunder, and prior to the
delivery of any shares of Stock to any Optionee, the Optionee shall pay to the Company or
make arrangements satisfactory to The Committee regarding payment of any federal, state or
local taxes of any kind required by law to be withheld upon the exercise of such Options
and the Company shall, to the extent permitted or required by law, have the right to
deduct from any payment of any kind otherwise due to the Optionee, federal, state and
local taxes of any kind required by law to be withheld upon the exercise of such Options,
	 
	 	b.	 	Optionee agrees that, in the event any governmental taxing authority claims that
any unpaid taxes, interest or penalties are due and owing in connection with The
Optionee’s exercise of any Stock Options granted under the Plan, the Optionee will be
solely responsible to defend and/or pay any such claim. Employee further agrees to
indemnify and hold The Company harmless from defending and/or paying any such claim,
including reasonable attorney’s fees, in the event that any governmental taxing
authority seeks payment of any and all such unpaid taxes, interest or penalties from
the Company.






	9.	 	Notices.
	 
	 	 	Any notice to be given under the terms of this Agreement shall be in writing and delivered
to the Company at 160 Pacific Avenue, Suite #222, San Francisco, California, 94111,
Attention: Corporate Secretary, and to the Optionee at his/her address of record or at
such other address as either party may hereafter designate in writing to the other.
	 
	10.	 	Effect of Agreement.
	 
	 	 	Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure
to the benefit of any successor(s) of the Company.
	 
	11.	 	Laws Applicable to Construction.




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	 	 	The Options have been granted, executed and delivered in the State of California, and the
interpretation, performance and enforcement of this Agreement, shall be governed by the laws
of the State of California, as applied to contracts executed in and performed wholly within
the State of California.
	 
	12.	 	Interpretation.
	 
	 	 	In the event of any ambiguity in this Agreement, any term which is not defined in this
Agreement, or any matters as to which this Agreement is silent, the Plan shall govern
including, without limitation, the provisions thereof pursuant to which the Committee has the
power, among others, to:






	 	    a.	 	interpret the Plan,
	 
	 	    b.	 	prescribe, amend and rescind rules and regulations relating to the Plan, and
	 
	 	    c.	 	make all other determinations deemed necessary or advisable for the
administration of the Plan.






	13.	 	Headings.
	 
	 	 	The headings of paragraphs herein are included solely for convenience of reference and shall
not affect the meaning or interpretation of any of the provisions of this Agreement.
	 
	14.	 	Amendment.
	 
	 	 	This Agreement may not be modified, amended or waived in any manner except by an instrument in
writing signed by both parties hereto. The waiver by either party of compliance with any
provision of this Agreement shall not operate or be construed as a waiver of any other
provision of this Agreement, or of any subsequent breach by such party of a provision of this
Agreement.





     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by a
duly authorized officer and the Optionee has hereunto set his or her hand.



	 	 	 
	ABM INDUSTRIES INCORPORATED:

	 	OPTIONEE:
	 
	 	 
	 
	 	 
	 	 	 
	Henrik C. Slipsager

	 	Employee
	President and Chief Executive Officer
	 	 







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