Exhibit 10.1




Exhibit 10.1




Termination Agreement


This is the Termination Agreement by
and between ABM Industries Incorporated, a Delaware corporation having a
principal place of business in New York, New York (“ABM”),
and International Business Machines Corporation, a New York corporation having
a principal place in Somers, New York (“Supplier”). It is
entered into under the Master Professional Services Agreement by and between
ABM and Supplier dated October 1, 2006 (“Agreement”),
as such Agreement has been amended, and provides for the termination of all
remaining Services for convenience by agreement of the Parties. Capitalized
terms not otherwise defined herein shall have the meaning set forth in the
Agreement and references to Exhibits or Schedules shall refer to the applicable
Exhibits or Schedules to the Agreement.


WHEREAS, ABM and Supplier executed a
Statement of Work dated September 6, 2011, under the Agreement which
provides for the provision by Supplier of certain design and build services in
connection with the construction of ABM’s new primary data center in
Alpharetta, Georgia;


WHEREAS, ABM and Supplier also
executed a Statement of Work dated August 24, 2011, under the Agreement
which provides for the relocation by Supplier of certain ABM IT environments
now supported by Supplier from Supplier’s data center in Dallas, Texas,
to ABM’s new primary data center in Alpharetta, Georgia; and


WHEREAS, the design and build of
ABM’s new primary data center and the migration of the ABM IT
environments currently supported by Supplier to that data center are expected
to be completed by February 29, 2012.


NOW THEREFORE, in consideration of
the mutual promises and covenants contained herein, and of other good and valid
consideration, the receipt and sufficiency of which is hereby acknowledged, ABM
and Supplier (the “Parties” and each, a
“Party”) hereby agree as follows:



	1.	 	
Terminated Services







The Term of the
Agreement and all Services provided by Supplier under the Agreement, including
all Services associated with the ABM IT environments now supported by Supplier
in its Dallas data center, shall terminate for convenience effective as of the
successful completion of the design and build of ABM’s new primary data
center and the relocation of the environments currently supported by Supplier
to that data center, both of which are expected to be completed by
February 29, 2012.


For the avoidance
of doubt, it is understood and agreed that the termination shall be effective
only if and when the aforementioned design, build and relocation activities are
successfully completed and that the effective date of such termination shall be
extended if the completion of such activities is delayed for any reason.


The Parties
acknowledge and agree that this termination for convenience has been agreed to
by both Parties and that, notwithstanding Section 20.2 of
the Agreement, ABM is not obligated to provide notice to Supplier a specific
number of days or months prior to the effective date of such termination.



	2.	 	
Termination Charges







The Parties
acknowledge and agree that, notwithstanding Section 20.2 and
Schedule N of the Agreement, ABM is not obligated to pay any
Termination Charges, including any wind-down costs, stranded costs, early
termination fees or redeployment costs, in connection with the above-referenced
termination for convenience.


 


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	3.	 	
Continued Provision of Services







In addition to the
Services described in the aforementioned Statements of Work, Supplier shall
continue to provide the Services associated with the ABM Equipment, Software
and Systems currently supported in its Dallas data center to and until the
effective date of the termination for convenience referenced in Section 1
above. Supplier shall continue to provide such Services, and ABM shall continue
to pay for such Services, in each case subject to and in accordance with the
Agreement.



	4.	 	
Termination Assistance Services







At ABM’s
request, Supplier shall provide Termination Assistance Services requested by
ABM , and ABM shall pay for such Termination Assistance Services, in each case
subject to and in accordance with Section 4.3 of the Agreement.



	5.	 	
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ
THIS TERMINATION AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS.







IN WITNESS WHEREOF, the Parties have
caused this Termination Agreement to be executed by their respective duly
authorized representatives as of October 11, 2011.


ABM Industries Incorporated


International Business Machines 

Corporation


By: /s/ Doug Gilbert            


By: /s/ Chris Kinsey            



Title:  Chief Information
Officer


Title: Project Executive


Date: October 11, 2011


Date: October 11, 2011


 


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