Exhibit 10.1





Exhibit 10.1




EXECUTIVE EMPLOYMENT AGREEMENT




THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective November 1, 2010, by and between
Executive (“Executive”) and ABM Industries Incorporated, a Delaware corporation (“Company” or
“ABM”).




	 	1.	 	EMPLOYMENT. In consideration of the terms and commitments contained in this agreement,
Executive agrees to and acknowledges the following:






	 	2.	 	TERM, RESPONSIBILITIES AND TITLE. This agreement shall end on October 31, 2012, unless
sooner terminated pursuant to Section 7 (“Initial Term”). The term of this Agreement may
be extended pursuant to Section 6 (“Extended Term”). Executive shall assume and perform
such duties, functions and responsibilities relating to Executive’s employment with Company
as may be assigned from time to time by the Company. Executive’s title shall be [Title] of
Company, subject to modification as determined by the Company’s Board of Directors
(“Board”).






	 	3.	 	COMPENSATION. Company agrees to compensate Executive, and Executive agrees to accept
as compensation in full, a base salary. Employee will also be eligible for short-term
incentive awards pursuant to the terms of the Performance Incentive Program or any
applicable successor plan (“Bonus”), and eligible to receive awards under the 2006 Equity
Incentive Program, as amended and restated, or any applicable successor plan and for such
perquisites as are from time to time received by similarly situated executives.






	 	4.	 	COMPLIANCE WITH LAWS AND POLICIES. Executive shall dedicate his/her full business time
and attention to the performance of duties hereunder, perform his/her duties in good faith
and to a professional standard, and fully comply with all laws and regulations pertaining to
the performance of his/her responsibilities, all ethical rules, ABM’s Code of Business
Conduct and Ethics, ABM’s Recoupment Policy as well as any and all of policies, procedures
and instructions of Company. [including but not limited to the provisions of Section 304 of
the Sarbanes-Oxley Act of 2002. (CFO and CEO only). ]






	 	5.	 	RESTRICTIVE COVENANTS. In consideration of the compensation, contract term, potential
Severance Benefits, continued employment provided by Company, as well as the access Company
will provide Executive to its Confidential Information, as defined below, and current and
prospective customers, all as necessary for the performance of Executive’s duties hereunder,
Executive hereby agrees to the following during his/her employment and thereafter as
provided:





 


 









 






	 	5.1	 	CONFIDENTIAL INFORMATION DEFINED. Confidential Information includes but is
not limited to (i) Company and its subsidiary companies’ trade secrets, know-how,
ideas, applications, systems, processes and other confidential information which is
not generally known to and/or readily ascertainable through proper means by the
general public; (ii) plans for business development, marketing, business plans and strategies, budgets and financial statements of any
kind, costs and suppliers, including methods, policies, procedures, practices,
devices and other means used by Company and its subsidiaries in the operation of its
business, pricing plans and strategies, as well as information about Company and
affiliated entity pricing structures and fees, unpublished financial information,
contract provisions, training materials, profit margins and bid information; (iii)
information regarding the skills, abilities, performance and compensation of other
employees of the Company or its subsidiaries, or of the employees of any company
that contracts to provide services to the Company or its subsidiaries; (iv)
information of third parties to which Executive had access by virtue of Executive’s
employment, including, but not limited to information on customers, prospective
customers, and/or vendors, including current or prospective customers’ names,
contact information, organizational structure(s), and their representatives
responsible for considering the entry or entering into agreements for those
services, and/or products provided by Company and its subsidiaries; customer leads
or referrals; customer preferences, needs, and requirements (including customer
likes and dislikes, as well as supply and staffing requirements) and the manner in
which they have been met by Company or its subsidiaries; customer billing
procedures, credit limits and payment practices,; and customer information with
respect to contract and relationship terms and conditions, pricing, costs, profits,
sales, markets, plans for future business and other development; purchasing
techniques; supplier lists; (v) information contained in Company’s LCMS database,
JDE , LMS or similar systems; (vii) any and all information related to past, current
or future acquisitions between Company or Company-affiliated entities including
information used or relied upon for said acquisition (“Confidential Information.”)










	 	5.2	 	NON-DISCLOSURE. Company and Executive acknowledge and agree that Company has
invested significant effort, time and expense to develop its Confidential Information.
Except in the proper performance of this Agreement, Executive agrees to hold all
Confidential Information in the strictest confidence, and to refrain from making any
unauthorized use or disclosure of such information both during Executive’s employment
and at all times thereafter. Except in the proper performance of this Agreement,
Executive shall not directly or indirectly disclose, reveal, transfer or deliver to
any other person or business, any Confidential Information which was obtained directly
or indirectly by Executive from, or for, Company or its subsidiaries or by virtue of
Executive’s employment. This Confidential Information has unique value to the Company
and its subsidiaries, is not generally known or readily available by proper means to
their competitors or the general public, and could only be developed by others after
investing significant effort, time, and expense. Executive understands that Company
or its subsidiaries would not make such Confidential Information available to
Executive unless Company was assured that all such Confidential Information will be
held in trust and confidence in accordance with this Agreement and applicable law.
Executive hereby acknowledges and agrees to use
this Confidential Information solely for the benefit of Company and its affiliated
entities.




 


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	 	5.3	 	NON-SOLICITATION OF EMPLOYEES. Executive acknowledges and agrees that
Company has developed its work force as the result of its investment of substantial
time, effort, and expense. During the course and solely as a result of Executive’s
employment with Company, Executive will come into contact with employees of Company
and affiliated-entities, develop relationships with and acquire information regarding
their knowledge, skills, abilities, salaries, commissions, benefits, and other matters
that are not generally known to the public. Executive further acknowledges and agrees
that hiring, recruiting, soliciting, or inducing the termination of such employees may
cause increased expenses and a loss of business. Accordingly, Executive agrees that
while employed by Company and for a period of one year following the termination of
Executive’s employment (whether termination is voluntary or involuntary), Executive
will not directly or indirectly solicit, hire, recruit or otherwise encourage, assist
in or arrange for any employee to terminate employment with Company or any other
Company-affiliated entity except in the proper performance of this Agreement. This
prohibition against solicitation shall include but not be limited to: (i) identifying
to other employers or their agents, recruiting or staffing firms, or other third
parties the Company employee(s) who have specialized knowledge concerning Company’s
business, operations, processes, methods, or other confidential affairs or who have
contacts, experience, or relationships with particular customers; (ii) disclosing or
commenting to other employers or their agents, recruiting or staffing firms, or other
third parties regarding the quality or quantity of work, specialized knowledge, or
personal characteristics of any person still employed by Company or any other
Company-affiliated entity; and (iii) providing such information to prospective
employers or their agents, recruiting or staffing firms, or other third parties
preceding possible employment.






	 	5.4	 	NON-SOLICITATION OF CUSTOMERS. Executive acknowledges and agrees that
Company and its subsidiaries have identified, solicited, and developed their customers
and developed customer relationships as the result of their investment of significant
time, effort, and expense and that Company has a legitimate business interest in
protecting these relationships. Executive further acknowledges that he or she would
not have been privy to these relationships were it not for Executive’s employment by
Company. Executive further acknowledges and agrees that the loss of such customers
and clients would damage Company and potentially cause Company great and irreparable
harm. Consequently, Executive covenants and agrees that during and for one year
following the termination of Executive’s employment with Company (whether such
termination is voluntary or involuntary), Executive shall not, directly or indirectly,
for the benefit of any person or entity other than the Company, attempt to seek, seek,
attempt to solicit, solicit, or accept work from any customer, client or active
customer prospect with whom Executive developed a relationship while
employed by Company or otherwise obtained Confidential Information about for the
purpose of diverting business from Company or an affiliated entity. In addition,
Executive agrees that at all times after the voluntary or involuntary termination of
Executive’s employment, Executive shall not attempt to seek, seek, attempt to
solicit, solicit, , or accept work from of any customer or active customer prospect
of Company or any other Company-affiliated entity through the direct or indirect use
of any Confidential Information or by any other unfair or unlawful business
practice.




 


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	 	5.5	 	POST EMPLOYMENT COMPETITION. Executive agrees that while employed by Company
and for a period of twelve months following Executive’s termination of employment
(whether such termination is voluntary or involuntary), Executive shall not work,
perform services for, or engage in any business, enterprise, or operation that calls
for, requires, or contemplates Executive providing any work, services, or effort that
(i) requires Executive to provide any work, service, or effort that could or would
require the application, disclosure, reliance, or use of the Confidential Information
or other legitimate business interest, including relationships, of Company for any
third-party, or (ii) is substantially similar to those services or work Executive
performed on the Company’s behalf which compete directly or indirectly with the
Company or any Company-affiliated entity of which Executive had information or
knowledge by providing goods, products, or services that are the same or substantially
similar to those provided by Company in the twelve month period preceding the
effective date of Executive’s termination of employment. The Executive acknowledges
that the Company and its subsidiaries are engaged in business in various states
throughout the U.S. Accordingly, and in view of the nature of Executive’s nationwide
position and responsibilities, Executive agrees that the provisions of this Section’s
restrictions shall be applicable to Executive in each state and each foreign country
in which the Executive performed work, services, or engaged in business activity on
behalf of the Company or Executive was provided confidential or proprietary
information regarding the Company’s business activities in those areas within the
twelve-month period preceding the effective date of Executive’s termination of
employment. This Section 5.5 shall not apply if the State of Employment is California.






	 	5.6	 	NON-DISPARAGEMENT. During Executive’s employment with Company and
thereafter, Executive agrees not to make any statement or take any action which
disparages, defames, or places in a negative light Company, Company-affiliated
entities, or its or their reputation, goodwill, commercial interests or past and
present officers, directors and employees.




 


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	 	5.7	 	COOPERATION WITH LEGAL MATTERS. During Executive’s employment with Company
and thereafter, Executive shall cooperate with Company and any Company-affiliated
entity in its or their investigation, defense or prosecution of any potential, current
or future legal matter in any forum, including but not limited to lawsuits,
administrative charges, audits, arbitrations, and internal and
external investigations. Executive’s cooperation shall include, but is not limited
to, reviewing and preparing documents and reports, meeting with attorneys
representing any Company-affiliated entity, providing truthful testimony, and
communicating Executive’s knowledge of relevant facts to any attorneys, experts,
consultants, investigators, employees or other representatives working on behalf of
an Company-affiliated entity. Except as required by law, Executive agrees to treat
all information regarding any such actual or potential investigation or claim as
confidential. Executive also agrees not to discuss or assist in any litigation,
potential litigation, claim, or potential claim with any individual (or their
attorney or investigator) who is pursuing, or considering pursuing, any claims
against the Company or an Company-affiliated entity unless required by law. In
performing the tasks outlined in this Section 5.7, Executive shall be bound by the
covenants of good faith and veracity set forth in ABM’s Code of Business Conduct and
Ethics and by all legal obligations. Nothing herein is intended to prevent
Executive from complying in good faith with any subpoena or other affirmative legal
obligation. Executive agrees to notify the Company immediately in the event there
is a request for information or inquiry pertaining to the Company, any
Company-affiliated entity, or Executive’s knowledge of or employment with the
Company. In performing responsibilities under this Section, Executive shall be
compensated for Executive’s time at an hourly rate of $250 per hour. However, during
any period in which Executive is an employee of ABM or during the severance period,
Executive shall not be so compensated.






	 	5.8	 	REMEDIES AND DAMAGES. The parties agree that compliance with Sections 5.1 –
5.7 of the Agreement is necessary to protect the business and goodwill of Company,
that the restrictions contained herein are reasonable and that any breach of this
Section will result in irreparable and continuing harm to Company, for which monetary
damages will not provide adequate relief. Accordingly, in the event of any actual or
threatened breach of any covenant or promise made by Executive in Section 5, Company
and Executive agree that Company shall be entitled to all appropriate remedies,
including temporary restraining orders and injunctions enjoining or restraining such
actual or threatened breach. Executive hereby consents to the issuance thereof
forthwith by any court of competent jurisdiction.






	 	5.9	 	LIMITATIONS. Nothing in this Agreement shall be binding upon the parties to
the extent it is void or unenforceable for any reason in the State of Employment,
including, without limitation, as a result of any law regulating competition or
proscribing unlawful business practices; provided, however, that to the extent that
any provision in this Agreement could be modified to render it enforceable under
applicable law, it shall be deemed so modified and enforced to the fullest extent
allowed by law.




 


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	 	6.	 	EXTENSION OF EMPLOYMENT.






	 	6.1	 	RENEWAL. Absent at least 60 days written notice of termination of employment
or notice of non-renewal from Company to Executive prior to expiration of the then
current Initial or Extended Term, as applicable, of this Agreement, employment
hereunder shall continue for an Extended Term (or another Extended Term, as applicable)
of one year.






	 	6.2	 	NOTICE OF NON-RENEWAL. In the event that notice of non-renewal is given 60 days
prior to the expiration of the then Initial or Extended Term, as applicable, of this
Agreement, employment shall continue on an “at will” basis following the expiration of
such Initial or Extended Term. In such event, Company shall have the right to terminate
Executive’s employment, position or compensation. Executive shall remain eligible for
Severance Benefits pursuant to ABM’s Severance Policy.






	 	7.	 	TERMINATION OF EMPLOYMENT.






	 	7.1	 	TERMINATION FOR CAUSE. Company may terminate Executive’s employment hereunder at
any time without notice upon a good faith determination by the Board of Cause. “Cause”
means the occurrence of one of the following: (i) Executive’s serious misconduct,
dishonesty, disloyalty, or insubordination; (ii) Executive’s conviction (or entry of a
plea bargain admitting criminal guilt) of any felony or a misdemeanor involving moral
turpitude; (iii) drug or alcohol abuse that has a material or potentially material
effect on the Company’s reputation and/or on the performance of Executive’s duties and
responsibilities under this Agreement; (iv) Executive’s failure to substantially perform
Executive’s duties and responsibilities under this Agreement for reasons other than
death or Disability, as defined below; (v) Executive’s repeated inattention to duty for
reasons other than death or Disability; and, (vi) any other material breach of this
Agreement by Executive. Executive shall not be eligible for a prorated Bonus, or any
Severance Benefits, as defined below, in the event his/her employment is terminated for
Cause.






	 	7.2	 	VOLUNTARY TERMINATION BY EXECUTIVE. At any time, Executive may terminate
employment hereunder by giving Company 60 days prior written notice. Executive may
terminate employment upon such shorter period of notice as may be reasonable under the
circumstances. For a voluntary termination for reasons other than the Executive’s
Disability, Executive will not receive any prorated Bonus. Executive shall not be
eligible for any Severance Benefits, as defined below, in the event of his/her
resignation. Company reserves the right to relieve Executive of his/her duties at the
Company’s discretion following notice of Executive’s intent to resign.




 


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	 	7.3	 	DISABILITY OR DEATH. Employment hereunder shall automatically terminate upon the
death of Executive and may be terminated at the Company’s discretion as a result of
Executive’s Disability. “Disability” means Executive’s substantial
inability to perform Executive’s essential duties and responsibilities under this
Agreement for either 90 consecutive days or a total of 120 days out of 365
consecutive days as a result of a physical or mental illness, injury or impairment,
all as determined in good faith by the Company. Upon termination due to death or
Disability, Company shall pay when due to Executive, or, upon death, Executive’s
designated beneficiary or estate, as applicable, any and all previously earned, but
as yet unpaid, salary, and reimbursement of business expenses which would have
otherwise been payable to Executive under this Agreement, through the end of the
month in which Disability or death occurs. In the event of termination due to death
or Disability, Company shall pay to Executive, or, in the event of death, to
Executive’s designated beneficiary or estate, as applicable, a prorated Bonus based
on the length of performance in the applicable performance period prior to
Disability or death. Any prorated Bonus payable under this paragraph shall be paid
at the end of the applicable performance period when such payments are made to other
participants and in accordance with the terms of the applicable plan or program.
Executive shall not be eligible for Severance Benefits, as defined below, in the
event of separation from employment due to Executive’s death or Disability.






	 	7.4	 	TERMINATION WITHOUT CAUSE. Company may terminate Executive’s employment
hereunder without Cause at any time during the then-current Initial or Extended Term of
this Agreement, as applicable, by giving Executive 90 days written notice. Upon such
termination without Cause, Executive’s right to a prorated Bonus or severance benefits,
if any, shall be governed by the terms of the ABM Severance Policy or any policy or plan
of the Company as in effect from time to time that provides for payment of severance
amounts or bonuses upon such a termination of employment (“Severance Benefits”).
Executive must execute, without exercising any right of revocation, a full release of
all claims within 21 days following termination of employment in order to be eligible
for Severance Benefits.






	 	7.5	 	CONDITIONS TO PAYMENT AND ACCELERATION; CODE SECTION 409A. Notwithstanding
anything contained herein to the contrary, Executive shall not be considered to have
terminated employment with the Company for purposes of this Agreement and no payments
shall be due to Executive under this Agreement or any policy or plan of the Company as
in effect from time to time, providing for payment of amounts on termination of
employment unless Executive would be considered to have incurred a “separation from
service” from the Company within the meaning of Section 409A. To the extent required in
order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts
that would otherwise be payable and benefits that would otherwise be provided pursuant
to this Agreement during the six-month period immediately following Executive’s
termination of employment shall instead be paid on the first business day after the date
that is six months following Executive’s termination of employment (or upon Executive’s
death, if earlier).




 


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	 	7.6	 	EXCESS PARACHUTE PAYMENTS. Subject to a Severance Agreement between Executive and
the Company approved by the Board of Directors or the Compensation Committee of ABM
Industries Incorporated, if any amount or benefit to be paid or provided under the ABM
Severance Policy, an equity award, and/or any other agreement between Executive and the
Company would be an Excess Parachute Payment but for the application of this sentence,
then the payments and benefits to be paid or provided under the Severance Program,
equity award, and/or 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 Executive
receiving an amount determined on an after-tax basis, taking into account the excise tax
imposed pursuant to Section 4999 of the 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 (the “After-Tax Amount”) less than 90% of the
After-Tax Amount of the severance payments Executive would have received under the
Company’s Severance Policy or under any other agreement without regard to this clause.
Whether requested by the Executive 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, and the value to be assigned to the
Executive’s covenants in Section 5 hereof for purposes of determining the amount, if
any, of the “excess parachute payment” under Section 280G of the Code will be made at
the expense of the Company by the Company’s independent accountants or benefits
consultant. The fact that Executive’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 Executive under any other agreement. In the event
that any payment or benefit intended to be provided is required to be reduced pursuant
to this paragraph, Executive will be entitled to designate the payments and/or benefits
to be so reduced in order to give effect to this paragraph, provided, however, that
payments that do not constitute deferred compensation within the meaning of Section 409A
will be reduced first. The Company will provide Executive with all information
reasonably requested by Executive to permit Executive to make such designation. In the
event that Executive 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 paragraph means a payment that creates an obligation for
Executive to pay excise taxes under Section 280G of the Internal Revenue Code of 1986,
as amended, or any successor statute.






	 	7.7	 	ACTIONS UPON TERMINATION. Upon termination of employment hereunder, Executive
shall immediately resign as an officer and/or director of Company and of any Company
subsidiaries or affiliates, including any LLCs or joint ventures, as applicable. At
Company’s request, Executive also agrees to resign from the
board of any Taft-Hartley trust fund joined during Executive’s employment with
Company. Executive shall promptly return and release all Company property and
Confidential Information, in all forms, in Executive’s possession to Company.
Company shall pay Executive when due any and all previously earned, but as yet
unpaid, salary and reimbursement of business expenses submitted in accordance with
Company policy as in effect.




 


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	 	7.8	 	WITHHOLDING AUTHORIZATION. To the fullest extent permitted under the laws of the
State of Employment hereunder, Executive authorizes Company to withhold from any
Severance Benefits otherwise due to Executive and from any other funds held for
Executive’s benefit by Company, any damages or losses sustained by Company as a result
of any material breach or other material violation of this Agreement by Executive,
pending resolution of any underlying dispute.






	 	8.	 	NOTICES.






	 	8.1	 	ADDRESSES. Any notice required or permitted to be given pursuant to this
Agreement shall be in writing and delivered in person, or sent prepaid by certified
mail, overnight express, or electronically to the party named at the address set forth
below or at such other address as either party may hereafter designate in writing to the
other party:






	Executive:	 	(Executive Name)

(Home Address)

(City, ST Zip)

Email: (email)
	 
	Company:	 	(Legal Company Name)

551 Fifth Avenue, Suite 300New York, NY 10176 Attention: 
Chief Executive Officer
	 
	Copy:	 	 ABM Industries Incorporated

551 Fifth Avenue, Suite 300

New York, NY 10176

Attention: Senior Vice President of Human Resources






	 	8.2	 	RECEIPT. Any such notice shall be assumed to have been received when delivered
in person or 48 hours after being sent in the manner specified above.






	 	9.	 	GENERAL PROVISIONS.






	 	9.1	 	GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Employment, which, for purposes of this Agreement, shall
mean the state where Executive is regularly and customarily employed and where
Executive’s primary office is located.






	 	9.2	 	NO WAIVER. Failure by either party to enforce any term or condition of this
Agreement at any time shall not preclude that party from enforcing that provision, or
any other provision of this Agreement, at any later time.




 


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	 	9.3	 	SEVERABILITY. It is the desire and intent of the parties that the provisions of
this Agreement be enforced to the fullest extent permissible under the law and public
policies applied in each jurisdiction in which enforcement is sought. Accordingly, in
the event that any provision of this Agreement would be held in any jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction. Notwithstanding the foregoing, if such provision could be more
narrowly drawn so as not to be invalid, prohibited or unenforceable in such
jurisdiction, it shall, as to such jurisdiction, be either automatically deemed so
narrowly drawn, or any court of competent jurisdiction is hereby expressly authorized to
redraw it in that manner, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction.






	 	9.4	 	SURVIVAL. All terms and conditions of this Agreement which by reasonable
implication are meant to survive the termination of this Agreement, including but not
limited to the provisions of Sections 5.1 – 5.7 of this Agreement, shall remain in full
force and effect after the termination of this Agreement.






	 	9.5	 	REPRESENTATIONS BY EXECUTIVE. Executive represents and agrees that Executive has
carefully read and fully understands all of the provisions of this Agreement, that
Executive is voluntarily entering into this Agreement and has been given an opportunity
to review all aspects of this Agreement with an attorney, if Executive chooses to do so.
Executive also represents that he/she will not make any unauthorized use of any
confidential or Confidential Information of any third party in the performance of
his/her duties under this Agreement and that Executive is under no obligation to any
prior employer or other entity that would preclude or interfere with the full and good
faith performance of Executive’s obligations hereunder.






	 	9.6	 	ENTIRE AGREEMENT. Unless otherwise specified herein, this Agreement sets forth
every contract, understanding and arrangement as to the employment relationship between
Executive and Company, and may only be changed by a written amendment signed by both
Executive and an authorized representative of Company.






	 	9.6.a	 	NO EXTERNAL EVIDENCE. The parties intend that
this Agreement speak for itself, and that no evidence with respect to
its terms and conditions other than this Agreement itself may be
introduced in any arbitration or judicial proceeding to interpret or
enforce this Agreement.




 


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	 	9.6.b	 	OTHER AGREEMENTS. It is specifically
understood and agreed that this Agreement supersedes all oral and
written agreements between Executive and Company prior to the date of
this Agreement, provided, however, that any Change in Control Agreement
shall remain in full force and effect according to its terms. It is
also expressly understood that, notwithstanding any provision to the
contrary contained in this Agreement (whether explicit or implicit),
the terms and restrictions set forth in any prior agreement regarding
assignment of intellectual property or restrictions on competition,
solicitation of employees, or solicitation of customers, including, but
not limited to, any such provision in any Asset Purchase Agreement,
Merger Agreement, Stock Purchase Agreement or any agreement ancillary
thereto entered into by and between Executive and any
Company-affiliated entity setting forth Executive’s duties under a
Covenant Not To Compete in connection with the sale of such assets,
shall also remain in full force and effect during employment and
thereafter.






	 	9.7.c	 	AMENDMENTS. This Agreement may not be amended
except in a writing approved by the Board and signed by the Executive
and the President or Chief Executive of Company.




 


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IN WITNESS WHEREOF, Executive and Company have executed this Agreement as of the date set forth
above.



	 	 	 	 	 	 	 	 	 
	Executive:	 	(Executive Name)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Company:	 	ABM Industries Incorporated	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Signature:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 







 


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