Exhibit 10.3





Exhibit 10.3




EXECUTION COPY




AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is effective as of December
16, 2009 (the “Effective Date”), by and between Henrik C. Slipsager (“Executive”) and ABM
Industries Incorporated for itself and on behalf of its subsidiary corporations as applicable
herein.



WHEREAS, the subsidiaries of ABM (as hereinafter defined) are engaged in the building maintenance
and related service businesses, and



WHEREAS, Executive is experienced in the administration, finance, marketing, and/or operation of
such services, and



WHEREAS, Executive and ABM are party to an Amended and Restated Employment Agreement dated July 15,
2008 (the “Prior Agreement”),



WHEREAS, the parties desire to amend and restate the Prior Agreement,




WHEREAS, ABM and its subsidiaries have invested significant time and money to develop proprietary
trade secrets and other confidential business information, as well as invaluable goodwill among its
customers, sales prospects and employees, and



WHEREAS, ABM and its subsidiaries have disclosed or will disclose to Executive such proprietary
trade secrets and other confidential business information which Executive will utilize in the
performance of his duties and responsibilities as Chief Executive Officer and under this Agreement,
and



WHEREAS, Executive wishes to, or has been and desires to remain employed by ABM, and to utilize
such proprietary trade secrets, other confidential business information and goodwill in connection
with his employment,



NOW THEREFORE, Executive and ABM agree as follows:




	1.	 	EMPLOYMENT. ABM hereby agrees to employ Executive, and Executive hereby accepts such
employment, on the terms and conditions set forth in this Agreement.






	2.	 	TITLE. Executive’s title shall be President and Chief Executive Officer of ABM, subject to
modification as mutually agreed upon by ABM and Executive.






	3.	 	DEFINITIONS. The capitalized terms used in this agreement shall have the following
definitions:




 












 











	 	A.	 	“ABM” means ABM Industries Incorporated, its successors, and assigns.






	 	B.	 	“Base Salary” means the salary paid under Paragraph 7A for the applicable
Fiscal Year.






	 	C.	 	“Board” means the Board of Directors of ABM.






	 	D.	 	“Bonus” means a performance-based bonus payable under Paragraph 7B of this
Agreement.






	 	E.	 	“CEO Committee” means a committee designated by the Board which shall
constitute all of the Independent Directors.






	 	F.	 	“Company” means ABM and its subsidiaries.






	 	G.	 	“Compensation Committee” means the Compensation Committee of the Board.






	 	H.	 	“EOIP” means the ABM Executive Officer Incentive Plan adopted by the Board on
January 10, 2006, as such plan may be amended from time to time, or any successor plan.






	 	I.	 	“Executive” means Henrik C. Slipsager.






	 	J.	 	“Extended Term” means the period for which this agreement is extended under
Paragraph 14 of this Agreement.






	 	K.	 	“Fiscal Year” means the period beginning on November 1 of a calendar year and
ending on October 31 of the following calendar year or such other period as shall be
designated by the Board as ABM’s fiscal year.






	 	L.	 	“Independent Directors” means the directors designated by the Board as
independent directors, which persons shall qualify both as independent under the rules
and regulations of the New York Stock Exchange and as outside directors under Section
162(m).






	 	M.	 	“Initial Term” is the period beginning on the Effective Date and ending on
October 31, 2013, unless sooner terminated under Paragraph 15 of this Agreement.






	 	N.	 	“Just Cause” means (i) theft or dishonesty, (ii) more than one instance of
neglect or failure to perform employment duties, (iii) more than one instance of
inability or unwillingness to perform employment duties, (iv) insubordination, (v)
abuse of alcohol or other drugs or substances affecting Executive’s performance of his
employment duties, (vi) material and willful breach of this Agreement, (vii) other




 


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misconduct, unethical or unlawful activity, (viii) a conviction of or plea of
“guilty” or “no contest” to a felony under the laws of the United States or any
state thereof, or (ix) a conviction of or plea of “guilty” or “no contest” to a
misdemeanor involving a crime of moral turpitude under the laws of the United States
or any state thereof.




	 	O.	 	“Performance Assessment” means the Compensation Committee’s annual assessment,
after consultation with the CEO Committee, of Executive’s performance against the
Performance Criteria.






	 	P.	 	“Performance Criteria” means the performance criteria for Executive established
annually by the Compensation Committee, after consultation with the CEO Committee, in
accordance with Paragraph 7B of this Agreement.






	 	Q.	 	“Section 162(m)” means Section 162(m) of the Internal Revenue Code of 1986, as
amended, and the regulations and guidance promulgated thereunder, or any successor
statute.






	 	R.	 	“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations and guidance promulgated thereunder, or any successor
statute.






	 	S.	 	“Significant Transaction” means the Company’s acquisition or disposition of a
business or assets which ABM is required to report under Item 2.01 of Form 8-K under
the rules and regulations issued by the Securities and Exchange Commission.






	 	T.	 	“State of Employment” means New York.






	 	U.	 	“Target Bonus” means 100% of Executive’s Base Salary.






	 	V.	 	“Total Disability” means Executive’s inability to perform his duties under this
Agreement and shall be deemed to occur on the 91st consecutive or nonconsecutive
calendar day within any 12 month period that Executive is unable to perform his duties
under this Agreement because of any physical or mental illness or disability.






	4.	 	DUTIES & RESPONSIBILITIES. Executive shall assume and perform such executive or managerial
duties and responsibilities as are assigned from time-to-time by the Board, to which Executive
shall report and be accountable.




 


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	5.	 	TERM OF AGREEMENT. This agreement shall end on October 31, 2013, unless sooner terminated
pursuant to Paragraph 15 or later extended to an Extended Term under Paragraph 14 of this
Agreement.






	6.	 	PRINCIPAL OFFICE. During the Initial Term and any Extended Term, as applicable, of this
Agreement, Executive shall be based at an ABM office located in the State of Employment or
such other location as shall be mutually agreed upon by the Board and Executive.






	7.	 	COMPENSATION. ABM agrees to compensate Executive, and Executive agrees to accept as
compensation in full, for Executive’s assumption and performance of duties and
responsibilities pursuant to this Agreement:






	 	A.	 	SALARY. Executive shall be entitled to a Base Salary in an amount to be
determined by the CEO Committee in its sole discretion, provided that Executive’s
initial Base Salary shall be $765,000.






	 	B.	 	BONUS. Subject to the provisions of the EOIP, the provisions of Paragraph 15
and subparagraphs (iii), (iv) and (v) below, Executive shall be entitled to a Bonus for
each Fiscal Year, as follows:






	 	i.	 	Executive’s Bonus may range from 0% to 180% of the Target Bonus
and shall be based on the Performance Assessment of Executive for the
applicable Fiscal Year evaluated on the basis of the Performance Criteria.
Performance Criteria may include both ABM and individual objectives, may be
both qualitative and quantitative in nature and shall be established and
communicated to Executive within 90 days after the beginning of the Fiscal Year
for which they apply. The Compensation Committee or the CEO Committee (or
members of such committees) may seek the views of members of the Board with
respect to whether the Performance Criteria have been achieved, provided that
the Performance Assessment shall be solely determined by the Compensation
Committee. The determination of the Bonus amount for each Fiscal Year shall be
determined by the CEO Committee.






	 	ii.	 	The Performance Criteria may be adjusted by the Compensation
Committee, after consultation with the CEO Committee, in the event of a
Significant Transaction and/or for any unanticipated and material events that
are beyond the control of ABM, including but not limited to acts of god,
nature, war or terrorism, or changes in the rules for financial reporting set
forth by the Financial Accounting Standards Board, the Securities and Exchange
Commission, rules of the New York Stock Exchange and/or for any other reason
which the Compensation Committee determines, in good faith, to be appropriate,
provided that no adjustment




 


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shall be permitted to the extent it would result in the nondeductibility of
any portion of the Bonus under Section 162(m).




	 	iii.	 	ABM shall pay Executive the Bonus for each Fiscal Year as soon
as practicable following completion of the audit of ABM’s financial statements
for such Fiscal Year and within 10 days after determination of the Bonus by the
CEO Committee. Notwithstanding the foregoing, the Bonus shall be paid no later
than March 15th of the year following the end of the calendar year in which the
Bonus is earned. In the event of termination of employment hereunder other
than a termination under Paragraph 15B or a termination under Paragraph 15C,
ABM shall pay Executive a prorated portion of the Bonus, for the fraction of
the Fiscal Year that has been completed prior to the date of termination, based
on the Company’s actual performance for the entire Fiscal Year. The prorated
portion of the Bonus shall be paid at such time as bonuses are paid to
employees generally, but in no event later than March 15th of the year
following the end of the calendar year in which the bonus is no longer subject
to a substantial risk of forfeiture.






	 	iv.	 	Absent bad faith or material error, any conclusions of the
Compensation Committee or the CEO Committee with respect to the Performance
Criteria, the Performance Assessment, or the actual Bonus shall be final and
binding upon Executive and ABM.






	 	v.	 	Except as may otherwise be determined by the CEO Committee in
the event of extraordinary circumstances affecting the financial performance of
the Company, no Bonus for any Fiscal Year of ABM shall be payable unless ABM’s
EPS for the Fiscal Year then ending is equal to or greater than 80% of ABM’s
EPS for the previous Fiscal Year of ABM. Notwithstanding the above, no
determination by the Committee to pay Executive a Bonus pursuant to this
Paragraph shall result in the nondeductibility of any portion of such Bonus
under Section 162(m).






	 	vi.	 	Notwithstanding any other provision of this Agreement, the CEO
Committee may, no later than 90 days after the beginning of any Fiscal Year
(but in no event later than the date required for the Bonus to qualify as
performance-based compensation within the meaning of Section 162(m)), approve
and notify the Executive of a modification to the Target Bonus or the bonus
range set forth in subparagraph (i) above. The CEO Committee’s decision in
this regard shall be deemed final and binding on Executive. In addition, the
CEO Committee may grant a discretionary incentive bonus to Executive at any
time in its sole discretion.






	 	C.	 	FRINGE BENEFITS. Executive shall receive the then current fringe benefits
generally provided by ABM to its executives. Such benefits may include but not




 


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be limited to the use of an ABM-leased car or a car allowance, group health
benefits, long-term disability benefits, group life insurance, sick leave and
vacation. Each of these fringe benefits is subject to the applicable ABM policy at
all times. Executive expressly agrees that should he terminate employment with ABM
for the purpose of being re-employed by an ABM subsidiary or affiliate, he shall
“carry-over” any previously accrued but unused vacation balance to the books of the
affiliate. ABM reserves the right to add, increase, reduce or eliminate any fringe
benefit at any time, but no such benefit or benefits shall be reduced or eliminated
as to Executive unless generally reduced or eliminated as to senior executives at
ABM.




	 	D.	 	POST EMPLOYMENT HEALTH INSURANCE ASSISTANCE. Subject to Paragraph 16 of this
Agreement, upon Executive’s termination of employment for any reason other than for
Just Cause and concluding no later than 10 years after such termination, ABM shall pay
Executive $10,000 per year to assist Executive in purchasing health insurance for
Executive and his spouse. In the event that Executive dies prior to the expiration of
such ten-year period, ABM shall pay Executive’s surviving spouse $5,000 per year until
the first to occur of (i) the death of Executive’s spouse or (ii) the end of the
ten-year period.






	8.	 	PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES. ABM shall pay directly or reimburse Executive
for reasonable business expenses of ABM incurred by Executive in connection with ABM business
in accordance with the ABM Travel & Entertainment Policy, in effect from time to time.






	9.	 	BUSINESS CONDUCT. Executive shall dedicate his full business time and attention to the
performance of duties hereunder, perform his duties in good faith and to a professional
standard, and fully comply with all laws and regulations pertaining to the performance of this
Agreement, all ethical rules, and ABM’s Code of Business Conduct, 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. Executive agrees that if he is approached
by any person to discuss a possible acquisition or other transaction that could reasonably
result in a change of control of ABM, Executive will immediately advise ABM’s General Counsel
and Chairman of the Board.






	10.	 	NO CONFLICT. Executive represents to ABM that Executive is not bound by any contract with a
previous employer or with any other business that might prevent Executive from entering into
this Agreement. Executive further represents that he is not bound by any other contracts or
covenants that in any way restrict or limit Executive’s activities in relation to his or her
employment with ABM that have not been fully disclosed to ABM prior to the signing of this
Agreement.






	11.	 	COMPANY PROPERTY. ABM shall, from time to time, entrust to the care, custody and control of
Executive certain of the Company’s property, such as motor vehicles, equipment, supplies,
passwords and electronic and paper documents. Such documents




 


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may include, but shall not be limited to, customer lists, financial statements, cost data,
price lists, invoices, forms, electronic files and media, mailing lists, contracts, reports,
manuals, personnel files or directories, correspondence, business cards, copies or notes
made from Company documents and documents compiled or prepared by Executive for Executive’s
use in connection with Company business. Executive specifically acknowledges that all such
items, including passwords and documents, are the property of the Company, notwithstanding
their preparation, care, custody, control or possession by Executive at any time(s)
whatsoever.




	12.	 	GOODWILL & PROPRIETARY INFORMATION. In connection with Executive’s employment hereunder:






	 	A.	 	PROPRIETARY INFORMATION. Executive agrees to utilize and further the Company’s
goodwill among its customers, sales prospects and employees, and acknowledges that the
Company may disclose to Executive and Executive may disclose to the Company Proprietary
Information (as hereinafter defined).






	 	B.	 	DUTY OF LOYALTY. Executive agrees that the Proprietary Information and the
Company’s goodwill have unique value to the Company, are not generally known or readily
available to the Company’s competitors, and could only be developed by others after
investing significant time and money. ABM makes the Proprietary Information and the
Company’s goodwill available to Executive in reliance on Executive’s agreement to hold
the Proprietary Information and the Company’s goodwill in trust and confidence.
Executive hereby acknowledges that to use this Proprietary Information and the
Company’s goodwill other than for the benefit of the Company would be a breach of such
trust and confidence and a violation of Executive’s duty of loyalty to the Company.






	13.	 	RESTRICTIVE COVENANTS. In consideration of the compensation, contract term, potential
severance benefits, continued employment provided by ABM, and access to Proprietary
Information, as defined below, necessary to the performance of Executive’s duties hereunder,
Executive hereby agrees to the following during his employment and thereafter as provided:






	 	A.	 	NON-SOLICITATION OF EMPLOYEES. Executive acknowledges and agrees that during
the course of Executive’s employment with ABM, Executive will come into contact with
Company employees 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 will be detrimental and harmful to
Company’s business. Accordingly, Executive agrees that while employed by ABM 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 or arrange for any executive or




 


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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 inventions, 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.




	 	B.	 	NON-DISCLOSURE. Except in the proper performance of this Agreement, Executive
agrees to hold all Proprietary 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. Executive shall not directly or
indirectly disclose, reveal, transfer or deliver to any other person or business, any
Proprietary Information which was obtained directly or indirectly by Executive from, or
for, Company or by virtue of Executive’s employment with Company. “Proprietary
Information” means Company’s trade secrets, ideas, processes and other confidential
information not generally known that could have value to a third party such as plans
for business development, marketing, business plans, budgets and financial statements
of any kind, costs and suppliers, and information regarding the skills and compensation
of other employees of the Company or employees of any company that contracts to provide
services to the Company. Proprietary Information also includes information of third
parties to which Executive had access by virtue of employment with the Company,
including, but not limited to, information regarding customers such as: (i) the
identity of Company’s customers, customer contacts, and sales prospects; (ii) the
nature, extent, frequency, methodology, cost, price and profit associated with services
and products purchased by customers from Company; (iii) the names, office hours,
telephone numbers and street addresses of its purchasing agents or other buyers or
customer contacts; (iv) Company and customer billing procedures; (v) Company and
customer credit limits and payment practices; (vi) Company and customer organizational
structure; and (vii) any information related to past, current or future acquisitions
between Company or Company-affiliated entities including Company information used or
relied upon for said acquisition.






	 	C.	 	NON-SOLICITATION OF CUSTOMERS. Executive agrees that during and for one year
following the termination of Executive’s employment with ABM (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, seek, solicit, divert, take
away, obtain or accept work from any




 


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customer or prospective customer of the Company. In addition, Executive agrees that
at all times after the voluntary or involuntary termination of Executive’s
employment, Executive shall not seek, solicit, divert, take away, obtain, or accept
work from any customer or sales prospect of Company or any other Company-affiliated
entity through the direct or indirect use of any Proprietary Information or by any
other unfair or unlawful business practice.




	 	D.	 	POST EMPLOYMENT COMPETITION. Executive agrees that while employed by ABM and,
to the fullest extent allowed by law, for a period of one year following Executive’s
termination of employment (whether such termination is voluntary or involuntary),
Executive shall not engage in any business activity which competes directly or
indirectly with the Company or the operations of any Company-affiliated entity. The
Executive acknowledges that the Company is engaged in business in various states
throughout the U.S. and that the Company intends to expand the geographic scope of its
activities. Accordingly and in view of the nature of Executive’s position and
responsibilities, the Executive agrees that the provisions of this Paragraph shall be
applicable to each state and each foreign country in which the Company may be engaged
in business within the twelve-month period preceding the effective date of Executive’s
termination of employment.






	 	E.	 	NON-DISPARAGEMENT. During Executive’s employment with ABM 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.






	 	F.	 	COOPERATION WITH LEGAL MATTERS IN SUPPORT OF COMPANY. During Executive’s
employment with ABM 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
Company or 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
Company or any 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 Company
or any Company-affiliated entity unless required by law. In performing the tasks
outlined in this Paragraph, Executive shall be bound by the covenants of good faith and
veracity set forth in ABM’s Code of Business Conduct and Ethics




 


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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 Company immediately in the event there is a request for
information or inquiry pertaining to Company, any Company-affiliated entity, or
Executive’s knowledge of or employment with the Company. In performing
responsibilities under this Paragraph at the request or for the benefit of the
Company, Executive shall be compensated for Executive’s time at an hourly rate of
$400 per hour. However, during any period in which Executive is an employee of ABM
or is receiving payments pursuant to Paragraph 15 of this Agreement or pursuant to
the terms of any Other Severance Agreement (as hereinafter defined), Executive shall
not be so compensated.




	 	G.	 	REMEDIES AND DAMAGES. The parties agree that compliance with Paragraph 13 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 Paragraph will
result in irreparable and continuing harm to Company, for which monetary damages may
not provide adequate relief. Accordingly, in the event of any actual or threatened
breach of this Paragraph by Executive, 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.






	 	H.	 	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.






	14.	 	EXTENSION OF EMPLOYMENT.






	 	A.	 	RENEWAL. Absent at least 90 days written notice of termination of employment
or notice of non-renewal from ABM 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.






	 	B.	 	NOTICE OF NON-RENEWAL. In the event that notice of non-renewal is given at
least 90 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, ABM shall
have the right to terminate Executive’s employment or to change the terms and
conditions of Executive’s employment, including but not limited to Executive’s position
and/or compensation. For the avoidance of doubt, Executive will not be entitled to
receive any payments under this Agreement or any policy or plan of the Company as in
effect from time to time that provides for payment of




 


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amounts on termination of employment, by reason of the Company electing not to renew
this Agreement.




	15.	 	TERMINATION OF EMPLOYMENT.






	 	A.	 	TERMINATION UPON EXPIRATION OF TERM. Either the Company or the Executive may
elect to terminate Executive’s employment upon the Company providing Executive with a
notice of non-renewal pursuant to Paragraph 14B above, in which event Executive’s
employment shall terminate at the expiration of the then current Initial or Extended
Term. Upon termination pursuant to this Paragraph, Executive shall not be entitled to
any payments under the Agreement other than (i) the payment when due of any and all
previously earned, but as yet unpaid, salary, and reimbursement of business expenses
and fringe benefits (“Accrued Compensation”), (ii) any payments to be made pursuant to
Paragraph 7D, and (iii) an amount with respect to Bonus (if any) as determined by the
CEO Committee pursuant to Paragraph 7B; provided, however, that if the expiration of
the term is in connection with a termination of employment for Just Cause or a
voluntary termination of employment by Executive, such termination will be governed by
the provisions of Paragraphs 15B and 15C, respectively. The prorated portion of the
Bonus (if any) shall be paid at such time as bonuses are paid to employees generally,
but in no event later than March 15th of the year following the end of the calendar
year in which the bonus is no longer subject to a substantial risk of forfeiture.






	 	B.	 	TERMINATION FOR CAUSE. ABM may terminate Executive’s employment hereunder at
any time during the then current Initial or Extended Term, as applicable, of this
Agreement, without notice, subject only to a good faith determination by a majority of
the Board of Just Cause. Upon such termination, Executive shall not be entitled to any
payments under this Agreement other than the Accrued Compensation.






	 	C.	 	VOLUNTARY TERMINATION BY EXECUTIVE. At any time during the Initial or then
current Extended Term, as applicable, of this Agreement and with or without Just Cause,
Executive may terminate employment hereunder by giving ABM 90 days’ prior written
notice, and Executive shall not be entitled to any payments under this Agreement other
than Accrued Compensation and those payments provided under Paragraph 7D.






	 	D.	 	DISABILITY OR DEATH. Employment hereunder shall automatically terminate upon
the Total Disability or death of Executive. ABM shall pay when due to Executive or,
upon death, Executive’s designated beneficiary or estate, as applicable, (i) the
Accrued Compensation, and (ii) a prorated portion of the Bonus for the fraction of the
Fiscal Year that has been completed through the end of the month in which death or
Total Disability occurs, based on the Company’s actual performance for the entire
Fiscal Year, such prorated portion to be paid at the




 


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time set forth in Paragraph 7B(iii). Upon such termination, Executive shall not be
entitled to any other payments under this Agreement other than those provided under
Paragraph 7D.




	 	E.	 	TERMINATION WITHOUT CAUSE. ABM may terminate Executive’s employment hereunder
without Just Cause at any time during the Initial or then current Extended Term of this
Agreement, as applicable, by giving Executive 90 days written notice. Upon such
termination without Just Cause, in addition to the Accrued Compensation, Executive
shall be entitled to receive two times the sum of Executive’s Base Salary and Target
Bonus payable, subject to Paragraph 16 of this Agreement, in equal installments in
accordance with the Company’s normal payroll practice over the twenty-four month period
following Executive’s termination of employment. Upon such termination, Executive
shall not be entitled to any other payments under this Agreement other than those
provided under Paragraph 7D.






	 	F.	 	OTHER OBLIGATIONS. A termination of employment pursuant to Paragraph 15 of
this Agreement will not affect any rights that Executive may have pursuant to any
agreement, policy, plan, program or arrangement of the Company or Subsidiary providing
employee benefits, which rights will be governed by the terms thereof. To the extent
that Executive receives payments or benefits by reason of his termination of employment
pursuant to any other severance agreement or employee plan (collectively, “Other
Severance Agreements”), the amounts otherwise receivable under Paragraph 15 will be
reduced by the amounts actually paid pursuant to the Other Severance Agreements, but
not below zero, to avoid duplication of payments so that the total amount payable or
value of benefits receivable hereunder and under the Other Severance Agreements is not
any more or less than the amounts so payable or value so receivable had such benefits
been paid in full hereunder.






	 	G.	 	PAYMENTS AND BENEFITS WITH RESPECT TO A CHANGE IN CONTROL. Notwithstanding
anything to the contrary in this Agreement or otherwise, if Executive employment is
terminated during the “Severance Period” (as defined in the Change-in-Control Agreement
entered into between Executive and the Company on December 30, 2008, as amended from
time to time), Executive shall not be entitled to payments and benefits under Paragraph
15 of this Agreement and, alternatively, Executive’s entitlement to payments and
benefits, if any, shall be governed by the terms of such Severance Agreement.






	 	H.	 	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, as applicable. Executive shall promptly return and release
all Company property in Executive’s possession to Company, including but not limited
to, any motor vehicles, equipment, supplies, passwords and documents set forth in
Paragraph 11 of this Agreement.




 


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	16.	 	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 ABM for purposes of this Agreement and no payments shall be due to Executive
under this Agreement or any policy or plan of ABM 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 ABM within the meaning of Section 409A. Each
amount to be paid or benefit to be provided under this Agreement shall be construed as a
separate identified payment for purposes of Section 409A, and any payments described in
Paragraph 15E of this Agreement that are due within the “short term deferral period” as
defined in Section 409A shall not be treated as deferred compensation unless applicable law
requires otherwise. 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). In addition, to the extent required in order to avoid
accelerated taxation and/or tax penalties under Section 409A, if Executive terminates
employment after October 15th of any year, amounts that would otherwise be payable and
benefits that would otherwise be provided pursuant to this policy prior to December 31st of
the year in which the termination of employment occurs shall, subject to the previous sentence
of this Paragraph, instead be paid on the first business day following January 1st of the year
following Executive’s termination of employment.






	17.	 	GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws
of the State of Employment.




 
	18.	 	REMEDIES & DAMAGES.






	 	A.	 	INJUNCTIVE RELIEF. The parties agree that compliance with Paragraphs 12 and 13
of this Agreement is necessary to protect the business and goodwill of the Company, and
that any breach of such Paragraphs will result in irreparable and continuing harm to
Company, for which monetary damages may not provide adequate relief. Accordingly, in
the event of any actual or threatened breach of Paragraphs 12 and 13 of this Agreement
by Executive, ABM and Executive agree that ABM 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.






	 	B.	 	WITHHOLDING AUTHORIZATION. To the fullest extent permitted under the laws of
the State of Employment hereunder, Executive authorizes ABM to withhold from any
severance payments otherwise due to Executive and from any other funds held for
Executive’s benefit by ABM, any damages or losses




 


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sustained by Company as a result of any material breach or other material violation
of this Agreement by Executive, pending resolution of the underlying dispute.




	19.	 	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.






	20.	 	SEVERABILITY. The provisions of this Agreement are severable. If any arbitrator (or court
as applicable hereunder) rules that any portion of this Agreement is invalid or unenforceable,
the arbitrator’s or court’s ruling shall not affect the validity and enforceability of other
provisions of this Agreement. It is the intent of the parties that if any provision of this
Agreement is ruled to be overly broad, the arbitrator or court shall interpret such provision
with as much permissible breadth as is allowable under law rather than consider such provision
void.






	21.	 	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 Paragraph 13 of this Agreement, shall remain in full force and effect after the
termination of this Agreement.






	22.	 	REPRESENTATIONS. Executive represents and agrees that he has carefully read and fully
understands all of the provisions of this Agreement, that he is voluntarily entering into this
Agreement and has been given an opportunity to review all aspects of this Agreement with an
attorney, if he chooses to do so.






	23.	 	NOTICES.






	 	A.	 	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, bonded messenger or overnight express, 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:

	 	Henrik C. Slipsager
	 

	 	[Redacted]
	 
	 	 
	ABM:

	 	ABM Industries Incorporated
	 

	 	551 Fifth Avenue
	 

	 	New York, New York 10176
	 

	 	Attention: Board of Directors
	 
	 	 
	Copy:

	 	ABM Industries Incorporated
	 

	 	551 Fifth Avenue






 


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	 	New York, New York 10176
	 

	 	Attention: General Counsel







	 	B.	 	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.






	24.	 	ENTIRE AGREEMENT. Unless otherwise specified herein, this Agreement sets forth every
contract, understanding and arrangement as to the employment relationship between Executive
and ABM.






	 	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.






	 	B.	 	SUPERSEDES OTHER AGREEMENTS. It is specifically understood and accepted that
this Agreement supersedes all oral and written employment agreements between Executive
and ABM prior to the date of this Agreement as well as all conflicting provisions of
Company’s Human Resources Manual, including but not limited to the termination,
discipline and discharge provisions contained therein.






	 	C.	 	AMENDMENTS. This Agreement may not be amended except in a writing approved by
the Board and signed by the Executive and the Chair of the Compensation Committee.





[Remainder of this page is intentionally left blank]




 


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IN WITNESS WHEREOF, Executive and the Chair of the Compensation Committee of the Board have
executed this Agreement as of the date set forth above.



Executive: Henrik C. Slipsager




	 	 	 	 	 	 	 	 	 
	 

	 	Signature:	 	/s/ Henrik C. Slipsager	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 

	 	Date:
	 	December 16, 2009	 	 	 	 






ABM: ABM Industries Incorporated




	 	 	 	 	 	 	 	 	 
	 

	 	Signature:	 	/s/ Linda Chavez	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 	 	Title:	 	Chair of the Compensation Committee of the	 	 
	 	 	 	 	Board of Directors	 	 
	 
	 	 	Date:	 	December 16, 2009	 	 







 


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