Exhibit 10.1





Exhibit 10.1




2006 EQUITY INCENTIVE PLAN

(As Amended and Restated January 11, 2010)




1. PURPOSE.



This 2006 Equity Incentive Plan is intended to provide incentive to Employees and Directors of
ABM Industries Incorporated (the “Company”) and its eligible Affiliates, to encourage proprietary
interest in the Company and to encourage Employees and Directors to remain in the service of the
Company or its Affiliates.



2. DEFINITIONS.




(a) “Administrator” means the Board or the committee of the Board appointed to
administer the Plan, or a delegate of the Board as provided in Section 4(c).



(b) “Affiliate” means any entity, whether a corporation, partnership, joint venture or
other organization that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with the Company.



(c) “After-Tax Amount” means any amount to be received by a Participant in connection
with a Change in Control determined on an after-tax basis taking into account the excise tax
imposed pursuant to Code Section 4999, 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.



(d) “Award” means any award of an Option, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares or an Other Share-Based Award under the Plan.



(e) “Award Agreement” means the agreement between the Company and the recipient of an
Award which contains the terms and conditions pertaining to the Award.



(f) “Beneficiary” means a person designated as such by a Participant or a Beneficiary
for purposes of the Plan or determined with reference to Section 21.



(g) “Board” means the Board of Directors of the Company.



(h) “Cause” means (i) serious misconduct, dishonesty, disloyalty or insubordination;
(ii) the Participant’s conviction (or entry of a plea bargain admitting criminal guilt) of any
felony or misdemeanor involving moral turpitude; (iii) drug or alcohol abuse that has a material or
potentially material effect on the Company’s reputation and/or the performance of the Participant’s
duties and responsibilities under the Participant’s employment agreement; (iv) failure to
substantially perform the Participant’s duties or responsibilities under the Participant’s
employment agreement for reasons other than death or disability; (v) repeated inattention to duty
for reasons other than death or disability; or (vi) any other material breach of the Participant’s
employment agreement by the Participant.


 


 









 





(i) “Change in Control” means, unless otherwise set forth in an award agreement, that
any of the following events occurs:




(i) any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) (a “Person”) (A) is or becomes the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than
35% of the combined voting power of the then-outstanding Voting Stock of the Company
or succeeds in having nominees as directors elected in an “election contest” within
the meaning of Rule 14a-12(c) under the Exchange Act and (B) within 18 months
thereafter, individuals who were members of the Board of Directors of the Company
immediately prior to either such event cease to constitute a majority of the members
of the Board of Directors of the Company;




(ii) a majority of the Board ceases to be comprised of Incumbent Directors; or




(iii) the consummation of a reorganization, merger, consolidation, plan of
liquidation or dissolution, recapitalization or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition of the stock or
assets of another Company, or other transaction (each, a “Business Transaction”),
unless, in any such case, (A) no Person (other than the Company, any entity
resulting from such Business Transaction or any employee benefit plan (or related
trust) sponsored or maintained by the Company, any Subsidiary or such entity
resulting from such Business Transaction) beneficially owns, directly or indirectly,
35% or more of the combined voting power of the then outstanding shares of Voting
Stock of the entity resulting from such Business Transaction and (B) at least
one-half of the members of the Board of Directors of the entity resulting from such
Business Transaction were Incumbent Directors at the time of the execution of the
initial agreement providing for such Business Transaction.



(j) “Code” means the Internal Revenue Code of 1986, as amended.



(k) “Committee” means the Compensation Committee of the Board.



(l) “Common Stock” means the $.01 par value common stock of the Company.



(m) “Company” means ABM Industries Incorporated, a Delaware company.



(n) “Covered Employee” shall have the meaning assigned in Code Section 162(m), as
amended, which generally includes the chief executive officer or any Employee whose total
compensation for the taxable year is required to be reported to shareholders under the Exchange Act
by reason of such Employee being among the four highest compensated officers for the taxable year
(other than the chief executive officer).



(o) “Director” means a director of the Company.


 


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(p) “Disability” or “Disabled” means, unless otherwise set forth in an award
agreement, that the Participant is unable to engage in any substantial gainful activity by reason
or any medically determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12 months.



(q) “Employee” means an individual employed by the Company or an Affiliate (within the
meaning of Code Section 3401 and the regulations thereunder).



(r) “Employer” means the Company or an Affiliate, which is the employer of a
Participant.



(s) “Executive Officer” means any person who is an officer of the Company for purposes
of Section 16 of the Exchange Act.



(t) “Excess Equity Award” means the positive difference, if any, between the value of
the Award granted to an Executive Officer and the Award that would have been made to such Executive
Officer had the amount of the Award been calculated based on the Company’s financial statements as
restated.



(u) “Excess Parachute Payment” means a payment that creates an obligation for a
Participant to pay excise taxes under Code Section 280G or any successor provision thereto.



(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



(w) “Exercise Price” means the price per Share of Common Stock at which an Option or
Stock Appreciation Right may be exercised.



(x) “Fair Market Value” of a Share as of a specified date means the closing price at
which Shares are traded on such date as reported in the New York Stock Exchange composite
transactions published in the Wall Street Journal, or if no trading of Shares is reported for that
day, on the next following day on which trading is reported; provided that for
purposes of determining the exercise price of an Incentive Stock Option, the Fair Market Value of a
Share as of the date of grant means the average of the opening and closing price at which Shares
are traded on such date as reported in the New York Stock Exchange composite transactions published
in the Wall Street Journal, or if no trading of Shares is reported for that day, on the next
preceding day on which trading was reported.



(y) “Family Member” means any person identified as an “immediate family” member in
Rule 16(a)-1(c) of the Exchange Act, as such Rule may be amended from time to time.
Notwithstanding the foregoing, the Administrator may designate any other person(s) or entity(ies)
as a “family member.”



(z) “Full Value Award” means an Award denominated in Shares that does not provide for
full payment in cash or property by the Participant.



(aa) “Incentive Stock Option” means an Option described in Code Section 422(b).


 


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(bb) “Incumbent Directors” means the individuals who, as of the date of adoption of
this Plan, are Directors of the Company and any individual becoming a Director subsequent to the
date hereof whose election, nomination for election by the Company’s shareholders, or appointment,
was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific
vote or by approval of the proxy statement of the Company in which such person is named as a
nominee for director, without objection to such nomination); provided, however,
that an individual shall not be an Incumbent Director if such individual’s election or appointment
to the Board occurs as a result of an actual or threatened election contest (as described in Rule
14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.



(cc) “Independent Committee” means any committee consisting of independent Directors
designated by the independent members of the Board.



(dd) “Nonqualified Stock Option” means an Option not described in Code Section 422(b)
or 423(b).



(ee) “Non-Employee Director” means a Director who is not an Employee.



(ff) “Option” means a stock option granted pursuant to Section 7.



(gg) “Option Proceeds” means, with respect to any sale or other disposition of Shares
issued or issuable upon the exercise of an Option, an amount determined appropriate by the
independent members of the Board or the Independent Committee, in its sole judgment, to reflect the
effect of a restatement of the Company’s financial statements on the Company’s stock price, up to
an amount equal to the number of Shares sold or disposed of, multiplied by a number equal to the
difference between the Fair Market Value per Share at the time of sale or disposition and the
Exercise Price.



(hh) “Other Share-Based Award” means an Award granted pursuant to Section 12.



(ii) “Participant” means an Employee or Director who has received an Award.



(jj) “Performance Shares” means an Award denominated in Shares granted pursuant to
Section 11 that may be earned in whole or in part based upon attainment of performance objectives
established by the Administrator pursuant to Section 14.



(kk) “Plan” means this 2006 Equity Incentive Plan.



(ll) “Prior Plans” means the Company’s 2002 Price-Vested Stock Option Plan, the 1996
Price-Vested Stock Option Plan and the Time-Vested Stock Option Plan.



(mm) “Purchase Price” means the Exercise Price times the number of whole Shares with
respect to which an Option is exercised.



(nn) “Restricted Stock” means Shares granted pursuant to Section 9.


 


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(oo) “Restricted Stock Unit” means an Award denominated in Shares granted pursuant to
Section 10 in which the Participant has the right to receive a specified number of Shares over a
specified period of time.



(pp) “Retirement” means the voluntary termination of employment by an Employee at (i)
age 60 or (ii) age 55 or older at a time when age plus years of service equals or exceeds 65.



(qq) “Share” means one share of Common Stock, adjusted in accordance with Section 19
(if applicable).



(rr) “Share Equivalent” means a bookkeeping entry representing a right to the
equivalent of one Share.



(ss) “Stock Right” means a right to receive an amount equal to the value of a
specified number of Shares which will be payable in Shares or cash as established by the
Administrator.



(tt) “Subsidiary” means any company in an unbroken chain of companies beginning with
the Company if each of the companies other than the last company in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one of the
other Companies in such chain.



3. EFFECTIVE DATE.




This Plan was adopted by the Board on January 10, 2006, to be effective on the date the Plan
is approved by the Company’s shareholders.



4. ADMINISTRATION.




(a) Administration with respect to Non-Employee Directors. With respect to Awards to
Non-Employee Directors, the Plan shall be administered by the Board or the Governance Committee of
the Board. Notwithstanding the foregoing, all Awards made to Non-Employee members of the
Governance Committee of the Board shall be approved by the Board.



(b) Administration with respect to Employees. With respect to Awards to Employees,
the Plan shall be administered by the Board, the Committee or a committee of the Board consisting
of Board members who qualify as an “outside director” for purposes of Code Section 162(m) and as a
“non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act.




(i) If any member of the Committee does not qualify as an “outside director” for
purposes of Code Section 162(m), Awards under the Plan for the Covered Employees shall be
administered by a subcommittee consisting of each Committee member who qualifies as an
“outside director.” If fewer than two Committee members qualify as “outside directors,” the
Board shall appoint one or more other Board members to such subcommittee who do qualify as
“outside directors,” so that the subcommittee
will at all times consist of two or more members all of whom qualify as “outside
directors” for purposes of Code Section 162(m).


 


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(ii) If any member of the Committee does not qualify as a “non-employee director” for
purposes of Rule 16b-3 promulgated under the Exchange Act, then Awards under the Plan for
the executive officers of the Company and Directors shall be administered by a subcommittee
consisting of each Committee member who qualifies as a “non-employee director.” If fewer
than two Committee members qualify as “non-employee directors,” then the Board shall appoint
one or more other Board members to such subcommittee who do qualify as “non-employee
directors,” so that the subcommittee will at all times consist of two or more members all of
whom qualify as “non-employee directors” for purposes of Rule 16b-3 promulgated under the
Exchange Act.



(c) Delegation of Authority to an Officer of the Company. The Board may delegate to
an officer or officers of the Company the authority to administer the Plan with respect to Awards
made to Employees who are not subject to Section 16 of the Exchange Act.



(d) Powers of the Administrator. The Administrator shall from time to time at its
discretion make determinations with respect to Employees and Directors who shall be granted Awards,
the number of Shares or Share Equivalents to be subject to each Award, the vesting of Awards, the
designation of Options as Incentive Stock Options or Nonqualified Stock Options and other
conditions of Awards to Employees and Directors.



The interpretation and construction by the Administrator of any provisions of the Plan or of
any Award shall be final. No member of the Administrator shall be liable for any action or
determination made in good faith with respect to the Plan or any Award.



(e) Claims Administration. Notwithstanding the foregoing, within 30 days after a
Change in Control, the Committee shall appoint an independent committee consisting of at least
three current (as of the effective date of such event) or former officers and Directors of the
Company, which shall thereafter administer all claims for benefits under the Plan. Upon such
appointment, the Administrator shall cease to have any responsibility for claims administration
under the Plan but shall continue to administer the Plan.



5. ELIGIBILITY.




Subject to the terms and conditions set forth below, Awards may be granted to Employees and
Directors. Notwithstanding the foregoing, only employees of the Company and its Subsidiaries may
be granted Incentive Stock Options.



(a) Ten Percent Shareholders. An Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company, its parent or any of its
Subsidiaries is not eligible to receive an Incentive Stock Option pursuant to this Plan. For
purposes of this Section 5(a) the stock ownership of an Employee shall be determined pursuant to
Code Section 424(d).


 


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(b) Number of Awards. A Participant may receive more than one Award, including Awards
of the same type, but only on the terms and subject to the restrictions set forth in the Plan.
Subject to adjustment as provided in Section 19, the maximum aggregate number of Shares or Share
Equivalents that may be subject to Awards to a Participant in any calendar year is 1,000,000
Shares. Notwithstanding the foregoing, for any one Share granted pursuant to a Full Value Award,
2.12 fewer Shares may be made subject to Awards to that Participant in that calendar year.



6. STOCK.




The stock subject to Awards granted under the Plan shall be Shares of the Company’s authorized
but unissued or reacquired Common Stock. The aggregate number of Shares subject to Awards issued
under this Plan shall not exceed 7,879,265 Shares. Notwithstanding the foregoing, for any one
Share issued in connection with a Full Value Award, 2.12 fewer Shares will be available for
issuance in connection with future Awards. If any outstanding Option under the Plan or any
outstanding stock option grant under the Prior Plans for any reason expires or is terminated or any
Restricted Stock or Other Share-Based Award is forfeited and under the terms of the expired or
terminated Award the Participant received no benefits of ownership during the period the Award was
outstanding, then the Shares allocable to the unexercised portion of such Option or the forfeited
Restricted Stock or Other Share-Based Award may again be subjected to Awards under the Plan. The
following Shares may not again be made available for issuance under the Plan: Shares not issued or
delivered as a result of the net exercise of a Stock Appreciation Right or Option and Shares used
to pay the withholding taxes related to an Award.



The limitations established by this Section 6 shall be subject to adjustment as provided in
Section 19.



7. TERMS AND CONDITIONS OF OPTIONS.




Options granted to Employees and Directors pursuant to the Plan shall be evidenced by written
Option Agreements in such form as the Administrator shall determine, subject to the following terms
and conditions:



(a) Number of Shares. Each Option shall state the number of Shares to which it
pertains, which shall be subject to adjustment in accordance with Section 19.



(b) Exercise Price. Each Option shall state the Exercise Price, determined by the
Administrator, which shall not be less than the Fair Market Value of a Share on the date of grant,
except as provided in Section 19.



(c) Medium and Time of Payment. The Purchase Price shall be payable in full in United
States dollars upon the exercise of the Option; provided that with the consent of
the Administrator and in accordance with its rules and regulations, the Purchase Price may be paid
by the surrender of Shares in good form for transfer, owned by the person exercising the Option and
having a Fair Market Value on the date of exercise equal to the Purchase Price, or in any
combination of cash and Shares, or in such acceptable form of payment as approved by the
Administrator, so long as the total of the cash and the Fair Market Value of the Shares
surrendered equals the Purchase Price. No Shares shall be issued until full payment has been
made.


 


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(d) Term and Exercise of Options; Nontransferability of Options. Each Option shall
state the date after which it shall cease to be exercisable. No Option shall be exercisable after
the expiration of seven years from the date it is granted or such lesser period established by the
Administrator. An Option shall, during a Participant’s lifetime, be exercisable only by the
Participant. No Option or any right granted thereunder shall be transferable by the Participant by
operation of law or otherwise, other than by will or the laws of descent and distribution.
Notwithstanding the foregoing, (i) a Participant may designate a Beneficiary to succeed, after the
Participant’s death, to all of the Participant’s Options outstanding on the date of death; (ii) a
Nonstatutory Stock Option or any right granted thereunder may be transferable pursuant to a
qualified domestic relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act; and (iii) any Participant may voluntarily transfer any Nonstatutory Stock
Option to a Family Member as a gift or through a transfer to an entity domiciled in the United
States in which more than 50% of the voting or beneficial interests are owned by Family Members (or
the Participant) in exchange for an interest in that entity. In the event of any attempt by a
Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of an Option or of any
right thereunder, except as provided herein, or in the event of the levy of any attachment,
execution, or similar process upon the rights or interest hereby conferred, the Company at its
election may terminate the affected Option by notice to the Participant and the Option shall
thereupon become null and void.



(e) Termination of Employment. In the event that a Participant who is an Employee
ceases to be employed by the Company or any of its Affiliates for any reason, such Participant (or
in the case of death, such Participant’s designated Beneficiary) shall have the right (subject to
the limitation that no Option may be exercised after its stated expiration date) to exercise the
Option either:




(i) within four months after such termination of employment; or




(ii) in the case of Retirement or death within one year after the date thereof; or




(iii) in the case of Disability, within one year from the date the Committee or its
delegate determines that the Participant is Disabled, or




(iv) on such other terms established by the Committee in the Agreement or otherwise
prior to termination to the extent that, at the date of termination of employment, the
Option had vested pursuant to the terms of the Option Agreement with respect to which such
Option was granted and had not previously been exercised. However, in addition to the
rights and obligations established in Section 16 below, if the employment of a Participant
is terminated by the Company or an Affiliate by reason of Cause, such Option shall cease to
be exercisable at the time of the Participant’s termination of employment. The independent
members of the Board or the Independent Committee shall determine whether a Participant’s
employment is terminated by reason of Cause. In making such determination, such body shall
act fairly and shall give the
Participant an opportunity to be heard and present evidence on his or her behalf. If a
Participant’s employment terminates for reasons other than Cause, but Cause is discovered
after the termination and is determined to have occurred by such body, all outstanding
Options shall cease to be exercisable upon such determination.


 


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For purposes of this Section, the employment relationship will be treated as continuing while
the Participant is on military leave, sick leave (including short-term disability) or other bona
fide leave of absence (to be determined in the sole discretion of the Administrator, in accordance
with rules and regulations construing Code Sections 422(a)(2) and 409A). Notwithstanding the
foregoing, in the case of an Incentive Stock Option, employment shall not be deemed to continue
beyond three months after the Participant ceased active employment, unless the Participant’s
reemployment rights are guaranteed by statute or by contract. In the event that an Incentive Stock
Option is exercised after the period following termination of employment that is required for
qualification under Code Section 422(b), such Option shall be treated as a Nonqualified Stock
Option for all Plan purposes.



In the event a Non-Employee Director terminates service as a Director, the former Director (or
his or her designated Beneficiary in the event of the Non-Employee Director’s death) shall have the
right (subject to the limitation that no Option may be exercised after its stated expiration date)
to exercise the Option (to the extent vested pursuant to the terms of the Option Agreement and not
previously exercised) within one year after such termination or on such other terms established by
the Board in the Agreement or otherwise prior to termination of service.



(f) Rights as a Shareholder. A Participant or a transferee of a Participant shall
have no rights as a shareholder with respect to any Shares covered by his or her Option until the
date of issuance of a stock certificate for such Shares. No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 19.



(g) Modification, Extension and Renewal of Options. Subject to the terms and
conditions and within the limitations of the Plan, including the limitations of Section 22, the
Administrator may modify, extend or renew outstanding Options granted to Employees and Directors
under the Plan. Notwithstanding the foregoing, however, no modification of an Option shall,
without the consent of the Participant, alter or impair any rights or obligations under any Option
previously granted under the Plan or cause any Option to fail to be exempt from the requirements of
Code Section 409A.



(h) Limitation of Incentive Stock Option Awards. If and to the extent that the
aggregate Fair Market Value (determined as of the date the Option is granted) of the Shares with
respect to which any Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under this Plan and all other plans maintained by the Company, its parent
or its Subsidiaries exceeds $100,000, the excess (taking into account the order in which they were
granted) shall be treated as Nonqualified Stock Options.



(i) No Reload Options. Options that provide for the automatic grant of another Option
upon exercise of the original Option may not be granted under the Plan.


 


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(j) Other Provisions. The Option Agreement shall contain such other provisions that
are consistent with the terms of the Plan, including, without limitation, restrictions upon the
exercise of the Option, as the Administrator shall deem advisable.



8. STOCK APPRECIATION RIGHTS.




Stock Appreciation Rights granted to Participants pursuant to the Plan may be granted alone,
in addition to, or in conjunction with, Options.



(a) Number of Shares. Each Stock Appreciation Right shall state the number of Shares
or Share Equivalents to which it pertains, which shall be subject to adjustment in accordance with
Section 19.



(b) Calculation of Appreciation; Exercise Price. The appreciation distribution
payable on the exercise of a Stock Appreciation Right will be equal to the excess of (i) the
aggregate Fair Market Value (on the day before the date of exercise of the Stock Appreciation
Right) of a number of Shares equal to the number of Shares or Share Equivalents in which the
Participant is vested under such Stock Appreciation Right on such date, over (ii) the Exercise
Price determined by the Administrator on the date of grant of the Stock Appreciation Right which
shall not be less than 100% of the Fair Market Value of a Share on the date of grant.



(c) Term and Exercise of Stock Appreciation Rights. Each Stock Appreciation Right
shall state the time or times when it may become exercisable. No Stock Appreciation Right shall be
exercisable after the expiration of seven years from the date it is granted or such lesser period
established by the Administrator.



(d) Payment. The appreciation distribution in respect of a Stock Appreciation Right
may be paid in Common Stock or in cash, or any combination of the two, or in any other form of
consideration as determined by the Administrator and contained in the Stock Appreciation Right
Agreement.



(e) Limitations on Transferability. A Stock Appreciation Right shall, during a
Participant’s lifetime, be exercisable only by the Participant. No Stock Appreciation Right or any
right granted thereunder shall be transferable by the Participant by operation of law or otherwise,
other than by will or the laws of descent and distribution. Notwithstanding the foregoing, a
Participant may designate a beneficiary to succeed, after the Participant’s death, to all of the
Participant’s Stock Appreciation Rights outstanding on the date of termination of employment. Each
Stock Appreciation Right Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Stock Appreciation Right following termination of the Participant’s
employment or service with the Company and its Affiliates. Such provisions shall be determined in
the sole discretion of the Administrator, need not be uniform among all Stock Appreciation Right
Agreements entered into pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment.



(f) Termination of Employment. Each Stock Appreciation Right Agreement shall set
forth the extent to which the Participant shall have the right to exercise the Stock Appreciation
Right following termination of the Participant’s employment of service with the Company and its
Affiliates. Such provisions shall be determined in the sole discretion of the
Administrator, need not be uniform among all Stock Appreciation Rights Agreements entered into
pursuant to the Plan, and may reflect distinctions based on the reasons for termination of
employment.


 


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(g) Rights as a Shareholder. A Participant or a transferee of a Participant shall
have no rights as a shareholder with respect to any Shares covered by his or her Stock Appreciation
Right until the date of issuance of such Shares. Except as provided in Section 19, no adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to
the date such Shares are issued.



(h) Other Terms and Conditions. The Stock Appreciation Right Agreement may contain
such other terms and conditions, including restrictions or conditions on the vesting of the Stock
Appreciation Right or the conditions under which the Stock Appreciation Right may be forfeited, as
may be determined by the Administrator that are consistent with the Plan.



9. RESTRICTED STOCK.




(a) Grants. Subject to the provisions of the Plan, the Administrator shall have sole
and complete authority to determine the Employees and Directors to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of shares of Restricted Stock to be
awarded, the price (if any) to be paid by the recipient of Restricted Stock, the time or times
within which such Awards may be subject to forfeiture, and all other terms and conditions of the
Awards. The Administrator may condition the grant of Restricted Stock upon the attainment of
specified performance objectives established by the Administrator pursuant to Section 14 or such
other factors as the Administrator may determine, in its sole discretion.



The terms of each Restricted Stock Award shall be set forth in a Restricted Stock Agreement
between the Company and the Participant, which Agreement shall contain such provisions as the
Administrator determines to be necessary or appropriate to carry out the intent of the Plan. Each
Participant receiving a Restricted Stock Award shall be issued a stock certificate in respect of
such shares of Restricted Stock. Such certificate shall be registered in the name of such
Participant, and shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Award. The Administrator shall require that stock certificates
evidencing such shares be held by the Company until the restrictions lapse and that, as a condition
of any Restricted Stock Award, the Participant shall deliver to the Company a stock power relating
to the stock covered by such Award. Notwithstanding any other provision of the Plan to the
contrary, except with respect to a maximum of 5% of the shares authorized for issuance under
Section 6, any Awards of Restricted Stock which vest on the basis of the Participant’s length of
service with the Company or its subsidiaries shall not provide for vesting that is any more rapid
than annual pro rata vesting over a three-year period, and any Awards of Restricted Stock which
provide for vesting upon the attainment of performance goals shall provide for a performance period
of at least 12 months.


 


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(b) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to
this Section 9 shall be subject to the following restrictions and conditions:




(i) During a period set by the Administrator commencing with the date of such Award
(the “Restriction Period”), the Participant shall not be permitted to sell, transfer,
pledge, assign or encumber shares of Restricted Stock awarded under the Plan. Within these
limits, the Administrator, in its sole discretion, may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in whole or in
part, based on service, performance, or such other factors or criteria as the Administrator
may determine in its sole discretion.




(ii) Except as provided in this paragraph (ii) and paragraph (i) above, the Participant
shall have, with respect to the shares of Restricted Stock, all of the rights of a
shareholder of the Company, including the right to vote the shares and the right to receive
any cash dividends. The Administrator, in its sole discretion, as determined at the time of
Award, may provide that the payment of cash dividends shall or may be deferred and, if the
Administrator so determines, invested in additional shares of Restricted Stock to the extent
available under Section 6, or otherwise invested. Stock dividends issued with respect to
Restricted Stock shall be treated as additional shares of Restricted Stock that are subject
to the same restrictions and other terms and conditions that apply to the shares with
respect to which such dividends are issued.




(iii) The Administrator shall specify the conditions under which shares of Restricted
Stock shall vest or be forfeited and such conditions shall be set forth in the Restricted
Stock Agreement.




(iv) If and when the Restriction Period applicable to shares of Restricted Stock
expires without a prior forfeiture of the Restricted Stock, certificates for an appropriate
number of unrestricted shares shall be delivered promptly to the Participant, and the
certificates for the shares of Restricted Stock shall be cancelled.



10. RESTRICTED STOCK UNITS.




(a) Grants. Subject to the provisions of the Plan, the Administrator shall have sole
and complete authority to determine the Employees and Directors to whom, and the time or times at
which, grants of Restricted Stock Units will be made, the number of Restricted Stock Units to be
awarded, the price (if any) to be paid by the recipient of the Restricted Stock Units, the time or
times within which such Restricted Stock Units may be subject to forfeiture, and all other terms
and conditions of the Restricted Stock Unit Awards. The Administrator may condition the grant of
Restricted Stock Unit Awards upon the attainment of specified performance objectives established by
the Administrator pursuant to Section 14 or such other factors as the Administrator may determine,
in its sole discretion.



The terms of each Restricted Stock Unit Award shall be set forth in a Restricted Stock Unit
Award Agreement between the Company and the Participant, which Agreement shall contain such
provisions as the Administrator determines to be necessary or appropriate to carry out the intent
of the Plan. With respect to a Restricted Stock Unit Award, no certificate for shares of stock
shall be issued at the time the grant is made (nor shall any book entry be made in the records of
the Company), and the Participant shall have no right to or interest in shares of stock of the
Company as a result of the grant of Restricted Stock Units.


 


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(b) Restrictions and Conditions. The Restricted Stock Units awarded pursuant to this
Section 10 shall be subject to the following restrictions and conditions:




(i) At the time of grant of a Restricted Stock Unit Award, the Administrator may impose
such restrictions or conditions on the vesting of the Restricted Stock Units, as the
Administrator deems appropriate. Within these limits, the Administrator, in its sole
discretion, may provide for the lapse of such restrictions in installments and may
accelerate or waive such restrictions in whole or in part, based on service, performance, a
Change in Control or such other factors or criteria as the Administrator may determine in
its sole discretion. The foregoing notwithstanding, no action pursuant to the preceding
sentence may alter the time of payment of the Restricted Stock Unit Award, if such
alteration would cause the Award to be subject to penalty under Code Section 409A.




(ii) Dividend equivalents may be credited in respect of Restricted Stock Units, as the
Administrator deems appropriate. Such dividend equivalents may be paid in cash or converted
into additional Restricted Stock Units by dividing (1) the aggregate amount or value of the
dividends paid with respect to that number of Shares equal to the number of Restricted Stock
Units then credited by (2) the Fair Market Value per Share on the payment date for such
dividend. The additional Restricted Stock Units credited by reason of such dividend
equivalents will be subject to all of the terms and conditions of the underlying Restricted
Stock Unit Award to which they relate.




(iii) The Administrator shall specify the conditions under which Restricted Stock Units
shall vest or be forfeited and such conditions shall be set forth in the Restricted Stock
Unit Agreement.



(c) Deferral Election. Each recipient of a Restricted Stock Unit Award may be
eligible, subject to Administrator approval, to elect to defer all or a percentage of any Shares he
or she may be entitled to receive upon the lapse of any restrictions or vesting period to which the
Award is subject. This election shall be made by giving notice in a manner and within the time
prescribed by the Administrator and in compliance with the requirements of Code Section 409A. Each
Participant must indicate the percentage (expressed in whole percentages) he or she elects to defer
of any Shares he or she may be entitled to receive. If no notice is given, the Participant shall
be deemed to have made no deferral election. Each deferral election filed with the Administrator
shall become irrevocable on and after the prescribed deadline.



11. PERFORMANCE SHARES.




(a) Grants. Subject to the provisions of the Plan, the Administrator shall have sole
and complete authority to determine the Employees and Directors to whom, and the time or times at
which, grants of Performance Shares will be made, the number of Performance Shares to be awarded,
the price (if any) to be paid by the recipient of the Performance Shares, the time or times within
which such Performance Shares may be subject to forfeiture, and all other terms and conditions of
the Performance Share Awards. The Administrator may condition the grant of Performance Share
Awards upon the attainment of specified performance objectives established
by the Administrator pursuant to Section 14 or such other factors as the Administrator may
determine, in its sole discretion.


 


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The terms of each Performance Share Award shall be set forth in a Performance Share Award
Agreement between the Company and the Participant, which Agreement shall contain such provisions as
the Administrator determines to be necessary or appropriate to carry out the intent of the Plan.
With respect to a Performance Share Award, no certificate for shares of stock shall be issued at
the time the grant is made (nor shall any book entry be made in the records of the Company), and
the Participant shall have no right to or interest in shares of stock of the Company as a result of
the grant of Performance Shares.



(b) Restrictions and Conditions. The Performance Shares awarded pursuant to this
Section 11 shall be subject to the following restrictions and conditions:




(i) At the time of grant of a Performance Share Award, the Administrator may set
performance objectives in its discretion which, depending on the extent to which they are
met, will determined the number of Performance Shares that will be paid out to the
Participant. The time period during which the performance objectives must be met will be
called the “Performance Period.” After the applicable Performance Period has ended, the
recipient of the Performance Shares will be entitled to receive the number of Performance
Shares earned by the Participant over the Performance Period, to be determined as a function
of the extent to which the corresponding performance objectives have been achieved. After
the grant of a Performance Share Award, the Administrator, in its sole discretion, may
reduce or waive any performance objective for such Performance Share Award;
provided, however, that no performance objective may be waived or reduced
for a Covered Employee and further provided that no such action may alter the time
of payment of the Performance Share Award, if such alteration would cause the award to be
subject to penalty under Code Section 409A.




(ii) Dividend equivalents will not be credited in respect of any unearned Performance
Share Award during the applicable Performance Period.



12. OTHER SHARE-BASED AWARDS.




(a) Grants. Other Awards of Shares and other Awards that are valued in whole or in
part by reference to, or are otherwise based on, Shares (“Other Share-Based Awards”), may be
granted either alone or in addition to or in conjunction with other Awards under this Plan. Awards
under this Section 12 may include (without limitation) Stock Rights, the grant of Shares
conditioned upon some specified event, the payment of cash based upon the performance of the Shares
or the grant of securities convertible into Shares.



Subject to the provisions of the Plan, the Administrator shall have sole and complete
authority to determine the Employees and Directors to whom and the time or times at which Other
Share-Based Awards shall be made, the number of Shares or other securities, if any, to be granted
pursuant to Other Share-Based Awards, and all other conditions of the Other Share-Based Awards.
The Administrator may condition the grant of an Other Share-Based Award upon the attainment of
specified performance goals or such other factors as the Administrator
shall determine, in its sole discretion. In granting an Other Share-Based Award, the
Administrator may determine that the recipient of an Other Share-Based Award shall be entitled to
receive, currently or on a deferred basis, interest or dividends or dividend equivalents with
respect to the Shares or other securities covered by the Award, and the Administrator may provide
that such amounts (if any) shall be deemed to have been reinvested in additional Shares or
otherwise reinvested. The terms of any Other Share-Based Award shall be set forth in an Other
Share-Based Award Agreement between the Company and the Participant, which Agreement shall contain
such provisions as the Administrator determines to be necessary or appropriate to carry out the
intent of the Plan.


 


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(b) Terms and Conditions. In addition to the terms and conditions specified in the
Other Share-Based Award Agreement, Other Share-Based Awards shall be subject to the following:




(i) Any Other Share-Based Award may not be sold, assigned, transferred, pledged or
otherwise encumbered prior to the date on which the Shares are issued or the Award becomes
payable, or, if later, the date on which any applicable restriction, performance or deferral
period lapses.




(ii) The Other Share-Based Award Agreement shall contain provisions dealing with the
disposition of such Award in the event of termination of the Employee’s employment or the
Director’s service prior to the exercise, realization or payment of such Award, and the
Administrator in its sole discretion may provide for payment of the Award in the event of
the Participant’s retirement, Disability or death or a Change in Control, with such
provisions to take account of the specific nature and purpose of the Award.



13. OTHER PAYMENTS IN SHARES.




Shares may be issued under this Plan to satisfy the payment of all or part of an award
pursuant to the Company’s annual bonus plan. In addition, all or part of any Director’s fees may
be paid in Shares or Share Equivalents issued under this Plan. Any Shares issued pursuant to this
Section 13 shall reduce the number of Shares authorized under Section 6 but shall not be considered
an Award for purposes of the maximum grant limitation in Section 5(b).



14. PERFORMANCE OBJECTIVES.




(a) Authority to Establish. The Administrator shall determine the terms and
conditions of Awards at the date of grant or thereafter; provided that performance
objectives for each year, if any, shall be established by the Administrator not later than the
latest date permissible under Code Section 162(m).


 


15









 





(b) Criteria. To the extent that such Awards are paid to Employees the performance
objectives to be used, if any, shall be expressed in terms of one or more of the following: total
shareholder return; earnings per share; stock price; return on equity; net earnings; income from
continuing operations; related return ratios; cash flow; net earnings growth; earnings before
interest, taxes, depreciation and amortization (EBITDA); gross or operating margins; productivity
ratios; expense targets; operating efficiency; market share; customer
satisfaction; working capital targets (including, but not limited to days sales outstanding);
return on assets; increase in revenues; decrease in expenses; increase in funds from operations
(FFO); and increase in FFO per share. Awards may be based on performance against objectives for
more than one Subsidiary or segment of the Company. For example, awards for a Participant employed
by the Company may be based on overall corporate performance against objectives, but awards for a
Participant employed by a Subsidiary may be based on a combination of corporate, segment, and
Subsidiary performance against objectives. Performance objectives, if any, established by the
Administrator may be (but need not be) different from year-to-year, and different performance
objectives may be applicable to different Participants. Performance objectives may be determined
on an absolute basis or relative to internal goals or relative to levels attained in prior years or
related to other companies or indices or as ratios expressing relationships between two or more
performance objectives. In addition, performance objectives may be based upon the attainment of
specified levels of Company performance under one or more of the measures described above relative
to the performance of other corporations.



(c) Adjustments. The Committee shall specify the manner of adjustment of any
performance objectives to the extent necessary to prevent dilution or enlargement of any award as a
result of extraordinary events or circumstances, as determined by the Committee, or to exclude the
effects of extraordinary, unusual, or non-recurring items; changes in applicable laws, regulations,
or accounting principles; currency fluctuations; discontinued operations; non-cash items, such as
amortization, depreciation, or reserves; asset impairment; or any recapitalization, restructuring,
reorganization, merger, acquisition, divestiture, consolidation, spin-off, split-up, combination,
liquidation, dissolution, sale of assets, or other similar corporate transaction. Any adjustment
to performance objectives pursuant to this Section 14(c) shall be done in accordance with Code
Section 162(m).



15. CHANGE IN CONTROL.




(a) Discretion to Accelerate. An Award may be subject to additional acceleration of
vesting and exercisability upon or after a Change in Control as may be provided in the applicable
Award Agreement and determined by the Administrator on a grant by grant basis or as may be provided
in any other written agreement between the Company and any Affiliate or Subsidiary and the
Participant; provided, however, that in the absence of such provision, no such
acceleration shall occur and any such acceleration shall be subject to the limits set forth in
Section 15(b).



(b) Limitation on Acceleration. In connection with any acceleration of vesting or
change in exercisability upon or after a Change in Control, if any amount or benefit to be paid or
provided under an Award or under any other agreement between a Participant and Company would be an
Excess Parachute Payment (including after taking into account the value, to the maximum extent
permitted by Code Section 280G, of covenants by or restrictions on Participant following the Change
in Control), then the payments and benefits to be paid or provided 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 a Participant
receiving an After-Tax Amount less than 90% of the After-Tax Amount of the payments Participant
would have received under such Awards or any other



 


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agreement without regard to this limitation. Whether requested by a Participant or the
Company, the determination of whether any reduction in such payments or benefits is required
pursuant to the preceding sentence, and the value to be assigned to any covenants by or
restrictions on Participant, for purposes of determining the amount, if any, of the Excess
Parachute Payment will be made at the expense of the Company by the Company’s independent
accountants or benefits consultant. The fact that a Participant’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 a Participant 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, a
Participant 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 Participant with all information reasonably requested by Participant to permit
Participant to make such designation. In the event that Participant 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.



16. FORFEITURE FOR CAUSE.




Notwithstanding any other provision of this Plan to the contrary, if the independent members
of the Board or the Independent Committee determines that a Participant has engaged in conduct
which constitutes Cause, the following provisions shall apply:



(a) Any outstanding Option shall immediately and automatically terminate, be forfeited and
shall cease to be exercisable, without limitation. In addition, any shares of Restricted Stock,
Restricted Stock Units or Performance Shares as to which the restrictions have not lapsed shall
immediately and automatically be forfeited, all of the rights of the Participant to such shares or
share equivalents shall immediately terminate, and any Restricted Stock shall be returned to the
Company.



(b) The lapse of restrictions on or vesting of Restricted Stock, Restricted Stock Units, or
Performance Shares that have vested or upon which the restrictions have lapsed within the 36-month
period immediately prior to the date it is determined that the Participant engaged in conduct
constituting Cause (the “Determination Date”) shall be rescinded and all outstanding Awards shall
be cancelled. The Participant shall deliver to the Company the Shares delivered upon vesting or
lapse of restrictions if such vesting or lapse of restrictions has been rescinded and the Shares
retained by the Participant.



(c) The independent members of the Board or the Independent Committee may, to the extent
permitted by applicable law, rescind any Awards made to the Participant within the 36-month period
immediately prior to the Determination Date.



(d) The independent members of the Board or the Independent Committee may, to the extent
permitted by applicable law, recover any gains realized from the sale of vested Shares or the sale
or other disposition of any Shares issued or issuable upon the exercise of an Option, in the case
of any such sale or other disposition during the 36-month period immediately prior to the
Determination Date.


 


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The independent members of the Board or the Independent Committee shall determine in such
body’s sole discretion whether the Participant has engaged in conduct that constitutes Cause.



Any provision of this Section 16 which is determined by a court of competent jurisdiction to
be invalid or unenforceable should be construed or limited in a manner that is valid and
enforceable and that comes closest to the business objectives intended by such invalid or
unenforceable provision, without invalidating or rendering unenforceable the remaining provisions
of this Section 16.



17. RECOUPMENT IN THE EVENT OF A RESTATEMENT.




Notwithstanding any other provision of this Plan to the contrary, if the Company’s financial
statements are the subject of a restatement due to misconduct, fraud or malfeasance, then the
following shall apply:



(a) To the extent permitted by governing law, the independent members of the Board or the
Independent Committee may, in its discretion, (i) rescind any Excess Equity Award or portion
thereof made to an Executive Officer within the 36-month period immediately prior to the date such
material restatement is first publicly disclosed and (ii) in the event that an Executive Officer
has sold or otherwise disposed of some or all of the Shares subject to the Excess Equity Award,
recover any gains made from the sale or other disposition of such Shares that was effected during
the 36-month period immediately prior to the date such material restatement is first publicly
disclosed. In no event shall the Company be required to award an Executive Officer additional
equity incentive compensation should the restated financial statements result in a higher equity
incentive payment.



(b) In addition to the foregoing, the independent members of the Board or the Independent
Committee may, in its discretion, require that an Executive Officer pay the Company, in cash and
upon demand, Option Proceeds resulting from the sale or other disposition of Shares issued or
issuable upon the exercise of an Option if the sale or disposition was effected during the 36-month
period immediately prior to the date such material restatement is first publicly disclosed.



Any provision of this Section 17 which is determined by a court of competent jurisdiction to
be invalid or unenforceable should be construed or limited in a manner that is valid and
enforceable and that comes closest to the business objectives intended by such invalid or
unenforceable provision, without invalidating or rendering unenforceable the remaining provisions
of this Section 17.



18. TERM OF PLAN.




Awards may be granted pursuant to the Plan until the termination of the Plan on January 10,
2016.


 


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19. RECAPITALIZATION.




Subject to any required action by the shareholders, the number of Shares covered by this Plan
as provided in Section 6, the maximum grant limitation in Section 5(b), the number of Shares or
Share Equivalents covered by or referenced in each outstanding Award, and the Exercise Price of
each outstanding Option or Stock Appreciation Right and any price required to be paid for
Restricted Stock or Other Share-Based Award shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares,
the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the
number of such Shares effected without receipt of consideration by the Company or the declaration
of a dividend payable in cash that has a material effect on the price of issued Shares.



Subject to any required action by the shareholders, if the Company shall be a party to any
merger, consolidation or other reorganization, each outstanding Award shall pertain and apply to
the securities to which a holder of the number of Shares or Share Equivalents subject to the Award
would have been entitled. In the event of a change in the Common Stock as presently constituted,
which is limited to a change of all of its authorized shares with 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 the Common Stock within the meaning of the Plan.



To the extent that the foregoing adjustments relate to stock or securities of the Company,
such adjustments shall be made by the Administrator, whose determination in that respect shall be
final, binding and conclusive, provided that each Incentive Stock Option granted pursuant to this
Plan shall not be adjusted in a manner that causes the Option to fail to continue to qualify as an
incentive stock option within the meaning of Code Section 422 or subject the Option to the
requirements of Code Section 409A.



Except as expressly provided in this Section 19, a Participant shall have no rights by reason
of any subdivision or consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of
another Company, and any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class, shall not affect the number or price of Shares
subject to the Option.



The grant of an Option pursuant to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or consolidate or to dissolve, liquidate, sell or transfer all or
any part of its business assets.


 


19









 





20. SECURITIES LAW REQUIREMENTS AND LIMITATION OF RIGHTS.




(a) Securities Law. No Shares shall be issued pursuant to the Plan unless and until
the Company has determined that: (i) it and the Participant have taken all actions required to
register the Shares under the Securities Act of 1933 or perfect an exemption from registration;
(ii) any applicable listing requirement of any stock exchange on which the Common Stock is
listed has been satisfied; and (iii) any other applicable provision of state or federal law has
been satisfied.



(b) Employment Rights. Neither the Plan nor any Award granted under the Plan shall be
deemed to give any individual a right to remain employed by the Company or an Affiliate or to
remain a Director. The Company and its Affiliates reserve the right to terminate the employment of
any employee at any time, with or without cause or for no cause, subject only to a written
employment contract (if any), and the Board reserves the right to terminate a Director’s membership
on the Board for cause in accordance with the Company’s Restated Certificate of Incorporation.



(c) Shareholders’ Rights. Except as provided by the Administrator in accordance with
Section 12, a Participant shall have no dividend rights, voting rights or other rights as a
shareholder with respect to any Shares covered by his or her Award prior to the issuance of a stock
certificate for such Shares. No adjustment shall be made for cash dividends or other rights for
which the record date is prior to the date when such certificate is issued.



(d) Creditors’ Rights. A holder of an Other Share-Based Award shall have no rights
other than those of a general creditor of the Company. An Other Share-Based Award shall represent
an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the
applicable Other Share-Based Award Agreement. An Other Share-Based Award shall not be deemed to
create a trust for the benefit of any individual.



21. BENEFICIARY DESIGNATION.




Participants and their Beneficiaries may designate on the prescribed form one or more
Beneficiaries to whom distribution shall be made of any Award outstanding at the time of the
Participant’s or Beneficiary’s death. A Participant or Beneficiary may change such designation at
any time by filing the prescribed form with the Administrator. If a Beneficiary has not been
designated or if no designated Beneficiary survives the Participant or Beneficiary, distribution
will be made to the residuary beneficiary under the terms of the Participant’s or Beneficiary’s
last will and testament or, in the absence of a last will and testament, to the Participant’s or
Beneficiary’s estate as Beneficiary.



22. AMENDMENT OF THE PLAN.




The Board may suspend or discontinue the Plan or revise or amend it with respect to any Shares
at the time not subject to Awards except that, without approval of the shareholders of the Company,
no such revision or amendment shall:



(a) Increase the number of Shares subject to the Plan;



(b) Change the designation in Section 5 of the class of Employees eligible to receive Awards;



(c) Decrease the price at which Incentive Stock Options may be granted;



(d) Remove the administration of the Plan from the Administrator; or



(e) Amend this Section 22 to defeat its purpose.


 


20









 





23. NO AUTHORITY TO REPRICE.




Without the consent of the shareholders of the Company, except as provided in Section 19, the
Administrator shall have no authority to effect either (i) the repricing of any outstanding Options
or Stock Appreciation Rights under the Plan or (ii) the cancellation of any outstanding Options or
Stock Appreciation Rights under the Plan and the grant in substitution therefor of new Options or
Stock Appreciation Rights under the Plan covering the same or different numbers of shares of Common
Stock.



24. NO OBLIGATION TO EXERCISE OPTION.




The granting of an Option shall impose no obligation upon the Participant to exercise such
Option.



25. APPROVAL OF SHAREHOLDERS.




This Plan and any amendments requiring shareholder approval pursuant to Section 22 shall be
subject to approval by affirmative vote of the shareholders of the Company. Such vote shall be
taken at the first annual meeting of shareholders following the adoption of the Plan or of any such
amendments, or any adjournment of such meeting.



26. WITHHOLDING TAXES.




(a) General. To the extent required by applicable law, the person exercising any
Option granted under the Plan or the recipient of any payment or distribution under the Plan shall
make arrangements satisfactory to the Company for the satisfaction of any applicable withholding
tax obligations. The Company shall not be required to make such payment or distribution until such
obligations are satisfied.



(b) Other Awards. The Administrator may permit a Participant who exercises
Nonqualified Stock Options or who vests in Restricted Stock Awards, Restricted Stock Unit Awards,
Performance Share Awards or, as applicable, Stock Appreciation Rights and Other Share-Based Awards,
to satisfy all or part of his or her withholding tax obligations by having the Company withhold a
portion of the Shares that otherwise would be issued to him or her under such Awards. Such Shares
shall be valued at the Fair Market Value on the day preceding the day when taxes otherwise would be
withheld in cash. The payment of withholding taxes by surrendering Shares to the Company, if
permitted by the Administrator, shall be subject to such restrictions as the Administrator may
impose, including any restrictions required by rules of the Securities and Exchange Commission.


 


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27. SUCCESSORS AND ASSIGNS.




The Plan shall be binding upon the Company, its successors and assigns, and any parent Company
of the Company’s successors or assigns. Notwithstanding that the Plan may be
binding upon a successor or assign by operation of law, the Company shall require any
successor or assign to expressly assume and agree to be bound by the Plan in the same manner and to
the same extent that the Company would be if no succession or assignment had taken place.



28. EXECUTION.




To record the adoption of the Plan as amended and restated on January 11, 2010, the Company
has caused its authorized officer to execute the same.



	 	 	 	 	 
	 	ABM INDUSTRIES INCORPORATED

 	 
	 	By:  	/s/ Erin Andre
 	 
	 	 	Its:      Senior Vice President, 	 
	 	 	Human Resources 	 
	 




 


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