exv10w8



 





Exhibit 10.8




ABM DEFERRED COMPENSATION PLAN




Effective July 1, 1993




As Amended October 19, 2000




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	Article I DEFINITIONS
	 	 	1	 
	1.01 “Account”
	 	 	1	 
	1.02 “Administrative Committee” or “Committee”
	 	 	1	 
	1.03 “Beneficiary”
	 	 	1	 
	1.04 “Compensation”
	 	 	1	 
	1.05 “Deferral”
	 	 	1	 
	1.06 “Effective Date”
	 	 	1	 
	1.07 “Eligible Employee”
	 	 	1	 
	1.08 “Employer”
	 	 	1	 
	1.09 “ERISA”
	 	 	1	 
	1.10 “Highly Paid Participant”
	 	 	1	 
	1.11 “Internal Revenue Code” or “Code”
	 	 	2	 
	1.12 “Participant”
	 	 	2	 
	1.13 “Person”
	 	 	2	 
	1.14 “Plan”
	 	 	2	 
	1.15 “Plan Administrator”
	 	 	2	 
	1.16 “Plan Year”
	 	 	2	 
	1.17 “Valuation Date”
	 	 	2	 
	 
	 	 	 	 
	Article II ELIGIBILITY FOR PARTICIPATION
	 	 	3	 
	2.01 Eligibility Requirements
	 	 	3	 
	2.02 Participation Rules Upon Reemployment
	 	 	3	 
	2.03 Change in Employment Status
	 	 	3	 
	2.04 Determination of Eligibility
	 	 	3	 
	 
	 	 	 	 
	Article III CONTRIBUTIONS
	 	 	4	 
	3.01 Deferrals
	 	 	4	 
	3.02 Elective Deferral Election
	 	 	4	 
	 
	 	 	 	 
	Article IV ACCOUNTS. FUNDING AND VALUATION
	 	 	5	 
	4.01 Establishment of Account
	 	 	5	 
	4.02 Valuation of Account
	 	 	5	 
	 
	 	 	 	 
	Article V PARTICIPANTS’ VESTED INTERESTS
	 	 	6	 
	5.01 Vesting
	 	 	6	 
	 
	 	 	 	 
	Article VI DISTRIBUTION OF BENEFITS
	 	 	7	 
	6.01 Distribution of Benefits
	 	 	7	 
	6.02 Retirement and Termination
	 	 	7	 
	6.03 Unforeseeable Emergency Withdrawals
	 	 	7	 
	6.04 Form of Distribution
	 	 	8	 
	 
	 	 	 	 
	Article VII DEATH
	 	 	9	 
	7.01 Death
	 	 	9	 






i









 






	 	 	 	 	 
	Article VIII THE ADMINISTRATIVE COMMITTEE
	 	 	10	 
	8.01 Designation and Acceptance
	 	 	10	 
	8.02 Resignation and Removal; Appointment of Successor
	 	 	10	 
	8.03 Allocation and Delegation of Responsibilities
	 	 	10	 
	8.04 Duties and Responsibility
	 	 	10	 
	8.05 Expenses and Compensation
	 	 	11	 
	8.06 Information from Employer
	 	 	11	 
	8.07 Administrative Committee; Signature
	 	 	11	 
	 
	 	 	 	 
	Article IX PARTICIPANTS’ RIGHTS
	 	 	13	 
	9.01 Special Disclosures
	 	 	13	 
	9.02 Filing a Claim for Benefits
	 	 	13	 
	9.03 Denial of a Claim
	 	 	13	 
	9.04 Limitation of Rights
	 	 	13	 
	 
	 	 	 	 
	Article X AMENDMENT AND TERMINATION
	 	 	14	 
	10.01 Amendment or Termination
	 	 	14	 
	10.02 Procedure Upon Termination of the Plan
	 	 	14	 
	 
	 	 	 	 
	Article XI MISCELLANEOUS
	 	 	15	 
	11.01 Execution of Receipts and Releases
	 	 	15	 
	11.02 Notice and Unclaimed Benefits
	 	 	15	 
	11.03 Non-Alienation of Benefits
	 	 	15	 
	11.04 Loans to Participants
	 	 	16	 
	11.05 Benefits Payable to Incompetents
	 	 	16	 
	11.06 Applicable Law
	 	 	16	 
	11.07 Headings as Guide
	 	 	16	 
	11.08 Pronouns
	 	 	16	 
	11.09 Reference to Laws
	 	 	16	 
	11.10 Agent Designated for Service of Process
	 	 	16	 
	11.11 Participant’s Rights Unsecured
	 	 	17	 






ii









 





Article I




DEFINITIONS




          The following terms as used herein shall have the meaning hereinafter set forth unless the
context clearly indicates a different meaning is required. Whenever in these definitions a word or
phrase not previously defined is used, such word or phrase shall have the meaning thereafter given
to it in Article I unless otherwise specified.





	1.01	 	“Account” means the account established and maintained by the Administrative
Committee for each Participant.
	 
	1.02	 	“Administrative Committee” or “Committee” means those individuals designated
by the Board of Directors of the Employer to administer the Plan, and any successors appointed
in accordance with Section 8.02 of the Plan.
	 
	1.03	 	“Beneficiary” means the Person last designated by a Participant on a form provided by
the Administrative Committee or by the terms of the Plan to receive any amounts payable under
the Plan following the death of the Participant. A Participant may change the Beneficiary
from time to time on a form provided by the Administrative Committee.
	 
	1.04	 	“Compensation” means all amounts (including bonuses) paid by the Employer to the
Employee while a Participant with respect to services rendered during the Plan Year, including
all Deferrals elected by the Participant during the Plan Year.
	 
	1.05	 	“Deferral” means an amount that a Participant has elected to defer under Article III.
	 
	1.06	 	“Effective Date” means July 1, 1993.
	 
	1.07	 	“Eligible Employee” means any individual, including an officer of the Employer, who
is employed (other than as a director) by the Employer, who is not an hourly manual employee,
who is not in a unit of employees covered by a collective bargaining agreement, and who is
determined to be a Highly Paid Employee as defined in Article 1.10 during the Plan Year.
	 
	1.08	 	“Employer” means American Building Maintenance Industries, Inc., its subsidiaries
(within the meaning of Section 414(b) and (c) of the Internal Revenue Code), and its
successors or assigns.
	 
	1.09	 	“ERISA” means Public Law No. 93-406, the Employee Retirement Income Security Act of
1974, as amended from time to time.
	 
	1.10	 	“Highly Paid Employee” means any Employee whose annualized base rate of pay is
greater than the amount specified for determining a highly compensated employee by Internal
Revenue Code Section 414(q) (as adjusted from time to time by the Internal Revenue Service,
and is $85,000 for the calendar year, 2001).




1









 












	1.11	 	“Internal Revenue Code” or “Code” means the Internal Revenue Code of 1986, as
amended from time to time.
	 
	1.12	 	“Participant” means any Eligible Employee or former Employee who has satisfied the
eligibility requirements of Section 2.01 who is, or may become, eligible to receive a benefit
or whose Beneficiary may be eligible to receive a benefit under the Plan.
	 
	1.13	 	“Person” means any individual, partnership, joint venture, corporation, mutual
company, joint stock company, trust, estate, unincorporated organization, association, or
employee organization, and shall, where appropriate, include two or more of the above.
	 
	1.14	 	“Plan” means the ABM Deferred Compensation Plan, which is intended to be an unfunded
plan for the. benefit of a select group of management or highly compensated individuals, as
such are defined in ERISA.
	 
	1.15	 	“Plan Administrator” means the Employer.
	 
	1.16	 	“Plan Year” means the twelve (12) month period commencing January 1 and ending on the
following December 31.
	 
	1.17	 	“Valuation Date” means March 31, June 30, September 30 and December 31 of each Plan
Year.




2









 











Article II




ELIGIBILITY FOR PARTICIPATION





	2.01	 	Eligibility Requirements
	 
	 	 	Each Eligible Employee of the Employer may become a Participant under the Plan as of any
January 1, and any newly hired Eligible Employee may become a Participant during a year by
executing the appropriate forms specified by the Administrative Committee and filing the
executed forms with the Administrative Committee within 30 days of the Eligible Employee’s
date of hire.
	 
	2.02	 	Participation Rules Upon Reemployment
	 
	 	 	A Participant who terminates employment with the Employer and who later returns to the
employ of the Employer shall be eligible to participate the January 1st coincident with or
immediately following the date on which he resumes employment.
	 
	2.03	 	Change in Employment Status
	 
	 	 	A Participant’s participation in the Plan shall terminate immediately as of the date on
which he ceases to be an Eligible Employee as defined under the terms of the Plan, except
that the Participant shall retain the right to receive his Account. He shall again become
eligible to participate in the Plan as of the January 1st coincident with or immediately
following the date on which he regains the status of an Eligible Employee under the Plan.
	 
	2.04	 	Determination of Eligibility
	 
	 	 	The Administrative Committee shall determine whether each Eligible Employee has satisfied
the eligibility requirements for participation in the Plan. The Committee’s determination
shall be conclusive and binding upon all persons.




3









 











Article III




CONTRIBUTIONS





	3.01	 	Deferrals
	 
	 	 	For each Plan Year, a Participant may elect to defer receipt of a portion of his
Compensation that he would otherwise receive from the Employer. The amount of the Deferral
must equal (a) a whole percentage not exceeding twenty percent (20%) of the amount of the
Participant’s Compensation.
	 
	3.02	 	Elective Deferral Election
	 
	 	 	For each Plan Year, a Participant (or any Eligible Employee who is expected to become
eligible to participate in the Plan) may make an election described in Section 3.01 by
filing an election form with the Administrative Committee within a reasonable period of
time, as specified by the Committee, before the beginning of the Plan Year to which the
Deferral election applies. A Deferral election may not be changed during the Plan Year that
it is effective; provided, that with the consent of the Administrative Committee, a
Participant may at any time revoke his Deferral election with respect to Compensation he has
not yet earned during the Plan Year. A Participant who revokes his Deferral election may
not again make an election to defer the receipt of Compensation effective before the
beginning of the next Plan Year.




4









 











Article IV




ACCOUNTS. FUNDING AND VALUATION





	4.01	 	Establishment of Account
	 
	 	 	The Administrative Committee shall open and maintain a separate Account for each
Participant. Such Account shall be credited with all Deferrals for the Participant. As
soon as reasonably possible after each Valuation Date, each Participant shall be notified of
the value of his Account.
	 
	4.02	 	Valuation of Account






	 	(a)	 	Interest shall be credited to each Participant’s Account as of each Valuation
Date equal to the product of






	 	(1)	 	the amount credited to the Participant’s Account as of the last
preceding Valuation Date, less any distributions or withdrawals and plus
one-half (1/2) of Deferrals, if any, since the last preceding Valuation Date,
multiplied by
	 
	 	(2)	 	the applicable interest rate.






	 	(b)	 	On each Valuation Date, each Participant’s Account will be credited with
interest. The amount of interest will be derived from the prime interest rate
published in The Wall Street Journal on the last business day coinciding with
or next preceding the Valuation Date. Any prime rate up to 6% will be considered in
full and 1/2 of any prime rate over 6% will be considered. The amount credited will be
a proration of the prime rate considered taking into consideration the period of time
elapsed since the last Valuation Date.






For example, if the Plan is valued quarterly and on March 31, the prime rate is 7%, the rate
credited will be (1/4 x 6%) + (1/4 x 1/2 x 1%) or 1.625%.



5









 





Article V




PARTICIPANTS’ VESTED INTERESTS





	5.01	 	Vesting
	 
	 	 	Each Participant shall always be one hundred percent (100%) vested in the portion of his
Account attributable to Deferrals.




6









 











Article VI




DISTRIBUTION OF BENEFITS





	6.01	 	Distribution of Benefits
	 
	 	 	Except as provided in Article 6.03 below, a Participant’s Account may not be distributed to
a Participant or his Beneficiary before the date the Participant terminates employment with
the Employer.
	 
	6.02	 	Retirement and Termination






	 	(a)	 	If a Participant terminates employment, his Account shall be distributed, or
distribution shall commence, as soon as administratively feasible. The amount in his
Account shall be determined as of the Valuation Date that last precedes the date of
distribution, plus Deferrals and less any withdrawals or distributions, if any, for the
period from the last preceding Valuation to the date of distribution.






	 	(b)	 	The distribution shall be made in the form elected by the Participant under
Section 6.04. If the Participant made no election at the time specified in Section
6.04, his benefit shall be paid as a lump sum.






	6.03	 	Unforeseeable Emergency Withdrawals






	 	(a)	 	A Participant may withdraw up to one hundred percent (100%) of the amount in
his Deferral Account in the event of an unforeseeable emergency to the extent provided
in this Section 6.03.
	 
	 	(b)	 	For purposes of this Section 6.03, unforeseeable emergency means a severe
financial hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent (as defined in Section 152(a) of the Code)
of the Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant’s control.
	 
	 	(c)	 	The withdrawal under the Section 6.03 may not exceed the amount reasonably
necessary to satisfy the financial need (including the amount of any federal, state or
local income taxes or penalties reasonably anticipated to result from the withdrawal).
The withdrawal may not be made to the extent the need may be satisfied (1) through
reimbursement or compensation by insurance or otherwise, (2) by liquidation of the
Participant’s assets, to the extent the liquidation of the assets would not itself
cause severe financial hardship, or (3) by ceasing Deferrals under the Plan.
	 
	 	(d)	 	A Participant who wishes to withdraw any amount pursuant to this Section 6.03
must submit, on a form provided by the Administrative Committee, a written request by
the Participant that states:




7









 












	 	(1)	 	The unforeseeable emergency for which the withdrawal is
requested;
	 
	 	(2)	 	The amount needed to satisfy the financial need, which amount
may include any federal, state, or local income taxes or penalties reasonably
anticipated to result from the withdrawal;
	 
	 	(3)	 	A representation that the need cannot be satisfied in any of
the ways stated in the second sentence of subsection (c);
	 
	 	(4)	 	The date the funds are required; and
	 
	 	(5)	 	Any other information the Administrative Committee deems
necessary.






	 	(e)	 	The Administrative Committee will determine if an unforeseeable emergency
withdrawal will be, allowed by applying the standards set forth in subsections (b) and
(c).
	 
	 	(f)	 	A withdrawal from a Participant’s Account under Section 6.03 shall be paid in a
lump sum.






	6.04	 	Form of Distribution
	 
	 	 	A Participant may elect in writing, on a form prescribed by the Administrative Committee, to
have his or her benefit (other than an unforeseen emergency withdrawal) paid (a) as a lump
sum, (b) partially as a lump sum and partially in substantially equal, annual installments
over a period of years (not to exceed 10) chosen by the Participant, or (c) entirely in
substantially equal, annual installments over a number of years (not to exceed 10) chosen by
the Participant. No election made by a Participant on or after the January 1 of the first
Plan Year in which the Participant is a Participant shall be effective unless it is made at
least six (6) full calendar months before the month the Participant’s employment with the
Employer terminates. Absent any timely election by the Participant, his or her benefit
shall be paid as a lump sum as soon as administratively possible following termination from
employment with the Employer.




8









 











Article VII




DEATH





	7.01	 	Death
	 
	 	 	If a Participant dies before distribution of his Account has begun or been completed, the
remaining portion of the Participant’s Account shall constitute a Death Benefit and shall be
payable to the Participant’s Beneficiary in a lump sum as soon as administratively feasible
after the date of death. The value of the Participant’s Account shall be determined in
accordance with the rules set forth in Section 6.02.




9









 











Article VIII




THE ADMINISTRATIVE COMMITTEE





	8.01	 	Designation and Acceptance
	 
	 	 	The Employer shall designate the persons to serve as the Administrative Committee who shall
each signify acceptance of this responsibility by joining in the execution of the documents
creating or amending this Plan or by acceptance in writing as provided in Section 8.02.
	 
	8.02	 	Resignation and Removal; Appointment of Successor
	 
	 	 	Any member of the Administrative Committee may resign at any time by delivering to the
Employer a written notice of resignation, to take effect at a date specified therein, which
shall not be less than thirty (30) days after the delivery thereof, unless such notice shall
be waived.
	 
	 	 	Any member of the Administrative Committee may be removed with or without cause by the
Employer by delivery of written notice of removal, to take effect at a date specified
therein, which shall be not less than thirty (30) days after delivery thereof, unless such
notice shall be waived.
	 
	 	 	The Employer, upon receipt of or giving notice of the resignation or removal of a member of
the Administrative Committee, shall promptly designate a successor administrator who must
signify acceptance of this position in writing. In the event no successor is appointed, the
remaining member(s) or, if none, the Board of Directors of the Employer will function as the
Administrative Committee until vacancies have been filled.
	 
	8.03	 	Allocation and Delegation of Responsibilities
	 
	 	 	The Administrative Committee may engage agents to assist in carrying out the Administrative
Committee’s functions hereunder.
	 
	8.04	 	Duties and Responsibility
	 
	 	 	The Committee shall administer the Plan and shall have full discretionary authority to
construe this Plan and to determine all questions of interpretation or policy in a manner
not inconsistent with the Plan and the Administrative Committee’s construction or
determination in good faith shall be final and conclusive and binding on all parties
including but not limited to the Employer and any Participant or Beneficiary, except as
otherwise provided by law. The Administrative Committee may correct any defect, supply any
omission, or reconcile any inconsistency in such manner and to such extent as shall be
deemed necessary or advisable to carry out the purpose of the Plan, provided, however, that
any interpretation or construction shall be done in a nondiscriminatory manner and shall be
consistent with the intent that the Plan shall be an unfunded plan for the benefit of a
select group of management or highly compensated individuals for




10









 












purposes of the Code and ERISA. The Administrative Committee shall have all powers
necessary or appropriate to accomplish its duties under this Plan.




The Administrative Committee shall be charged with the duties of the general administration
of the Plan, including but not limited to, the following:




	 	(a)	 	To determine all questions relating to the eligibility of employees to
participate in or remain a Participant hereunder;
	 
	 	(b)	 	To maintain all the necessary records for the administration of the Plan;
	 
	 	(c)	 	To interpret the provisions of the Plan and to make and publish such rules for
regulation of the Plan as are not inconsistent with the terms hereof;
	 
	 	(d)	 	To make any adjustments in the allocations, to Accounts under the Plan
necessary to comply with any provision of law;
	 
	 	(e)	 	To compute and certify to the Employer initially and from time to time the sums
of money necessary to be contributed to the Trust;
	 
	 	(f)	 	To advise, counsel and assist any Participant regarding any rights, benefits or
elections available under the Plan.






	 	 	The Administrative Committee shall also be responsible for preparing and filing such annual
disclosure reports as may be required by law.
	 
	 	 	Whenever it is determined by the Administrative Committee to be in the best interest of the
Plan and its Participants and Beneficiaries, the Administrative Committee may request such
variances, deferrals, extensions, or exemptions or make such elections for the Plan as may
be available under the law.
	 
	8.05	 	Expenses and Compensation
	 
	 	 	The expenses necessary to administer the Plan and the expenses incurred by the
Administrative Committee shall be paid by the Employer.
	 
	8.06	 	Information from Employer
	 
	 	 	The Employer shall supply full and timely information to the Administrative Committee on all
matters relating to the compensation of all Participants, their continuous regular
employment, their retirement, death, disability or termination of employment, and such other
pertinent facts as the Administrative Committee may require.
	 
	8.07	 	Administrative Committee; Signature
	 
	 	 	The signature of one member of the Administrative Committee may be accepted by any
interested party as conclusive evidence that the Administrative Committee has duly
authorized the action therein set forth. No person receiving documents or written




11









 






	 	 	instructions and acting in good faith and in reliance thereon shall be obliged to ascertain
the validity of such action under the terms of this Agreement. The Administrative Committee
shall act by a majority of its members at the time in office and such action may be taken
either by a vote at a meeting or in writing without a meeting.




12









 











Article IX




PARTICIPANTS’ RIGHTS





	9.01	 	Special Disclosures
	 
	 	 	The Administrative Committee shall furnish at least every six (6) months each Participant or
Beneficiary with a written statement, based on the latest available Information, indicating
his total benefits accrued.
	 
	 	 	Upon termination of employment, a Participant in the Plan is entitled to a written
explanation of and accounting for his Account and of any applicable options regarding the
disposition of such Account.
	 
	9.02	 	Filing a Claim for Benefits
	 
	 	 	A Participant or Beneficiary or the Employer acting in his behalf shall notify the
Administrative Committee of a claim for benefits under the Plan. Such request may be in any
form acceptable to the Administrative Committee and shall set forth the basis of such claim
and shall authorize the Administrative Committee to conduct such examinations as may be
necessary to determine the validity of the claim and to take such steps as may be necessary
to facilitate the payment of any benefits to which the Participant or Beneficiary may be
entitled under the terms of the Plan. The procedures for review of any claim for benefits
shall be consistent with the requirements of § 2560.503-1 of the regulations of the
Department of Labor.
	 
	9.03	 	Denial of a Claim
	 
	 	 	Whenever a claim for benefits by any Participant or Beneficiary has been denied, a written
notice, prepared in a manner calculated to be understood by the Participant or Beneficiary
must be provided, setting forth the specific reasons for the denial and explaining the
procedure for an appeal and review of the decision by the Administrative Committee. The
procedures for an appeal and review of any decision of the Administrative Committee shall be
consistent with the requirements of § 2560.503-1 of the regulations of the Department of
Labor.
	 
	9.04	 	Limitation of Rights
	 
	 	 	Participation hereunder shall not grant any Participant the right to be retained in the
service of the Employer or any rights or interest other than those specifically herein set
forth.




13









 











Article X




AMENDMENT AND TERMINATION





	10.01	 	Amendment or Termination
	 
	 	 	The Employer may at any time and from time to time amend or terminate this Plan in whole or
in part (including retroactively). The Employer shall promptly deliver to the
Administrative Committee a written copy of the document amending or terminating the Plan.
The Employer shall not have the right to amend or terminate the Plan retroactively in such a
manner as to deprive any Participant or Beneficiary of any benefit to which he was entitled
under the Plan by reason of Deferrals or Employer Contributions allocated by the Employer
prior to the amendment or termination.
	 
	10.02	 	Procedure Upon Termination of the Plan
	 
	 	 	Upon complete termination of the Plan, Participants shall fully vest in their Accounts, and
the amount in their Account shall be distributed to them as soon as administratively
feasible.




14









 











Article XI




MISCELLANEOUS





	11.01	 	Execution of Receipts and Releases
	 
	 	 	Any payment to any Participant or Beneficiary, in accordance with the provisions of this
Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against
the Plan, and the Administrative Committee may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release therefor in such form
as the Administrative Committee shall determine.
	 
	11.02	 	Notice and Unclaimed Benefits
	 
	 	 	Each Participant and Beneficiary must file with the Employer from time to time in writing
his post office address and each change of post office address. Any communication,
statement, or notice addressed to a Participant or Beneficiary at his last post office
address filed with the Employer (or if no address was filed with the Employer, then at his
last post office address shown on his “Employer’s Records”) will be binding on the
Participant and his Beneficiary for all purposes of the Plan. Neither the Employer,
Administrative Committee, nor any insurance company providing annuity contracts under the
Plan shall be obliged to search for or ascertain the whereabouts of any Participant or
Beneficiary. For the purpose of this Section, “Employer Records” means the payroll records
maintained by an Employer. Such records shall be conclusive, unless shown to the Employer’s
satisfaction to be incorrect.
	 
	 	 	The Committee shall notify any Participant or Beneficiary when a distribution is required
under the Plan. The Committee may also request the Social Security Administration to notify
the Participant or Beneficiary in accordance with any procedures the Administration has
established for this purpose. In the event that the Participant or Beneficiary shall fail
to respond to any notice from the Committee, the amount in his Account shall be forfeited.
	 
	11.03	 	Non-Alienation of Benefits
	 
	 	 	Except in the case of a qualified domestic relations order, as defined in Code § 414(p):






	 	(a)	 	No Participant or Beneficiary, and no creditor of a Participant or Beneficiary
shall have any right to assign, pledge, sell, hypothecate, anticipate or in any way
create a lien upon his benefits under the Plan by operation of law or otherwise, and
any attempt to do so shall be void; nor shall any such benefits in any manner be liable
for or subject to the debts, contracts, liabilities, engagements or torts of the person
entitled to such benefits.
	 
	 	(b)	 	No interest in the Plan shall be subject to assignment or transfer or otherwise
be alienable, either by voluntary or involuntary act or by operation of law or equity,
or subject to attachment, execution, garnishment, sequestration, levy or other




15









 






	 	 	 	seizure under any legal, equitable or other process, or be liable in any way for the
debts or defaults of Participants and Beneficiaries.






	11.04	 	Loans to Participants


	 
	 	 	A Participant may not receive a loan from the Plan of any portion of his Account.

	 
	11.05	 	Benefits Payable to Incompetents
	 
	 	 	Each individual receiving benefit payments under the Plan shall be conclusively presumed to
have been legally competent until the date upon which the Administrative Committee shall
have received written notice in the form and manner acceptable to it that such individual is
an incompetent for whom a guardian or other person legally vested with his care shall have
been appointed. From and after the date of receipt of such notice by Administrative
Committee, all future benefit payments to which such individual is entitled under the Plan
shall be payable to his guardian or other person legally vested with his care, until such
time as the Administrative, Committee shall be furnished with evidence satisfactory to it
that such individual is legally competent.
	 
	11.06	 	Applicable Law
	 
	 	 	This Plan shall be governed and construed under the laws of the State of California and to
the extent applicable, ERISA and regulations thereunder.
	 
	11.07	 	Headings as Guide
	 
	 	 	The headings of this Plan are inserted for convenience of reference only and are not to be
considered in construction of the provisions hereof.
	 
	11.08	 	Pronouns
	 
	 	 	When necessary to the meaning hereof, either the masculine or the neuter pronoun shall be
deemed to include the masculine, the feminine, and the neuter, and the singular shall be
deemed to include the plural.
	 
	11.09	 	Reference to Laws
	 
	 	 	Any reference to any section or regulation under the Internal Revenue Code or ERISA or to
any other statute or law shall be deemed to include any successor law of similar import.
	 
	11.10	 	Agent Designated for Service of Process
	 
	 	 	The designated person upon whom service of process may be made in any action involving the
Plan shall be any member of the Administrative Committee.




16









 












	11.11	 	Participant’s Rights Unsecured
	 
	 	 	The right of the Participant or his designated Beneficiary to receive a distribution
hereunder shall be an unsecured claim against the general assets of the Corporation, and
neither the Participant nor his designated beneficiary shall have any rights in or against
any amount credited to his Account or any other specific assets of the Corporation. All
amounts credited to an Account shall constitute general assets of the Corporation and may be
disposed of by the Corporation at such time and for such purposes as it may deem
appropriate. An Account may not be encumbered or assigned by a Participant or any
Beneficiary.




17









 











          Executed at this 25th day of June, 1993 to be effective as of July 1, 1993.



	 	 	 	 	 	 	 
	 	 	EMPLOYER:	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN BUILDING MAINTENANCE INDUSTRIES, INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 

	 	 







18